Masquerade
by VampireQueenAkasha
Summary: TFA: AU. His mission was to infiltrate their ranks, hide behind a false, kind face. But what happens when one female threatens to change everything he's ever known? Long Arm/ShockwaveXRed Alert
1. Rising Sun

**Masquerade**

**Disclaimer**: Oh Gawd, I gotta stop doing these. LOL. And yet...somehow I can't seem to do so. If you guys ever get tired of these, let me know. I have MANY ideas involving other pairings, but this one I'm particularly stuck on. But stay tuned. With a devoted fanbase, I tend to be much more motivated to do these a lot. :) Now granted, this was a series of ideas that I originally had for my fic NEVER WILL BE, but didn't work out for the intended plot. So this one will be an AU fic that will work around an alternate version of the whole events of Animated involving Shockwave. So. Yup. There you have it. I promise there won't me too much sadness this time. :)

_"A single lie destroys a whole reputation for integrity."_

-Baltasar Gracian

_"A lie does not consist in the indirect position of words, but in the desire and intention, by false speaking, to deceive and injure your neighbour."_

-Jonathan Swift

**By: VampireQueenAkasha**

_"...all that unpleasant morality."_

-Shockwave, Transformers Animated

**Rising Sun**

_Cybertron_

The planet was placid, having all but sustained peace that lasted through another generation of Autobots. The peace blinded many to believe that deception was too far away to take advantage of them; that they had been victorious once and for all.

_"My Lord. I'm here."_

_"What have you to report, my loyal servant?"_

_"They suspect nothing. All attention has been diverted to Wasp."_

_"Good. Hold fast to your disguise. Upon your graduation, I want another report."_

_"As you wish, my liege."_

The transmission arrived from a darkened shadow in the Autobot Boot Camp from Long Arm. He was kneeling in the shadows away from the troops to avoid being seen as he transmitted his message to Megatron. A smile lit his face before he joined the cadet ranks in line upon Sentinel Minor's command. Most of the time, he ignored Sentinel's irritating banter, but today was particularly different. Today marked the deportation of Wasp.

"But, I'm innocent, I tell you!" Wasp cried, thrashing against his restraints, looking for help that no one in line was willing to provide him, "You're making a big mistake, all of you!"

Sentinel glared down at him. "Mute it, traitor!" he spat, yanking the Autobot insignia from the smaller bot's chest.

When Wasp wasn't looking, Long Arm couldn't resist his smirk of contempt. Wasp glared at Bumblebee with murderous intent and spoke in a threat that was nowhere near empty. "I'll get you for this, Bumblebee!" he snarled, "If it's the last thing I do!"

As they wheeled him away, Sentinel turned his attention to Bumblebee with a half-hearted smile. "Well, that took spark, kid," he said, "I may have to rethink your name." He approached Bumblebee and paused thoughtfully. "What was it again?"

Long Arm leaned forward. "You're in, buddy!" he told Bumblebee, who couldn't resist his smile of pride, "You're bound to get that Elite Guard posting now."

Sentinel's smile disappeared and he faced the others now. "Speaking of spark, since no one has come forward and claimed responsibility for dropping that building on my head," he snapped, stopping in front of Bulkhead, "I'm just going to drop out the biggest loser out of the platoon for good measure!"

Bumblebee groaned and stepped forward. "I did, sir!" he said.

Bulkhead and Sentinel both stared at him; Bulkhead looked surprised, but Sentinel looked very annoyed now. Bumblebee smiled weakly.

"This isn't going to affect my Elite Guard status, is it, sir?" he asked.

Long Arm couldn't believe his luck. He was taking out two potential threats with one shot. Sentinel turned his attention to the remaining cadets as Bumblebee and Bulkhead were ushered away. He sighed and shook his head with dismay.

"Well, at least we still have a few of you left who has some sense around here," he snapped.

Long Arm smiled. "Thank you, sir."

_Yes...thank you._

_They are all fools and I will most certainly ruin them. _

O

Red Alert was busy at work in the Iacon Infirmary hall, tending to a female youngling who had a broken leg joint. She smiled sweetly at her. "It'll be okay," she assured her, "You just have to stay off that leg for a while. Broken legs aren't fun, huh?"

The youngling sniffled as Red Alert led her to her mother and father.

"Now. You get some rest, okay?" the medic advised.

The female youngling smiled when she was offered a treat. "Thank you, Miss Red Alert."

Red Alert smiled and waved the youngling farewell and she noticed Rodimus coming into the main lobby as the family left. He glanced after them for a moment before he smiled and offered Red Alert a container.

"I brought you something for those crazy nights at the office," he said.

She laughed gently and almost half-heartedly took it. "Ah, Rodimus; you shouldn't have."

"Have you seen Hot Shot around?" Rodimus asked her, "He was supposed to be at training and he mentioned coming here."

Red Alert shook her head and set the container down on a counter beside her. "No. I have-" She cut herself off and frowned suspiciously. "Primus, did he really?" She sighed and let her hands hang at her sides. "Let's go look for him."

They started to walk down the halls, looking for the other Autobot.

"I can't see how you can juggle two jobs at once, Red," Rodimus told her, as they walked, "You know it's got to be spinal relay breaking for you."

Red Alert chuckled gently. "It's not. I enjoy coming to work every day."

They walked passed Hook and he glared at them. "Primus, Rodimus; if I have to stop that little menace one more time from sneaking in here, I'm going to disable his primary motor functions," he threatened, "I swear it!"

Red Alert gave him a knowing look. "Where's he hiding now?"

Hook gestured with a flirt of his head to the storage room behind him. "You had better pull him out before I DO!"

Red Alert and Rodimus stepped into the storage room; it was filled with various containers, storage units and crates filled with medical supplies. Red Alert put her hands on her hips and glared around the seemingly silent room.

"Hot Shot, if you're not out of wherever you're hiding by the count of three, I'm going in after you!" she warned, "One...two..."

Hot Shot popped up from inside one of the containers. "Hello nurse!" he hooted.

Rodimus folded his arms across his chest. "Why are you hiding in there?" he demanded, "I thought I was clear that I wanted you in training!"

Hot Shot climbed out of the container. "Relax Rodimus," he said, smirking, "How long has it been since we've had a Decepticon attack? I'm always ready. I don't need to waste my day in training when I'm just born with natural talent to kicking aft!"

Red Alert glared at him. "Have you no respect for my work here in the hospital?"

Hot Shot smiled and held up two hands. "Hang on, don't blow your tailpipe, Red," he told her, "I'm actually here for a good reason." He paused and stared at their skeptical faces. "Okay, Sentinel mentioned a party-well, a banquet anyway-for the graduates and we're invited to go. On the way, I got bored waiting for Red here to get out of surgery, so I waited a bit by the vendor. Got bored there, so I explored. Ran into Hook. He chased me down the halls and was too lazy to go looking for me in the storage room. And then you guys ran in and...here we are."

Red Alert tilted her head curiously. "We're invited?"

"Yeah. All Elite Guard and military forces are."

Red Alert frowned thoughtfully before she scowled and slapped the back of his head. "I truly wish you would behave professionally instead of attempting to ruin my career the way you so blatantly ruined yours. Now let's go."

Hot Shot winced and then laughed. "Rodimus, have I really ruined my career?"

Rodimus shook his head with pity and walked out before he could answer that.

O

Just as Hot Shot had said, the Metroplex played host to the celebration of the graduation of the cadets. Sentinel was making his announcement to the watchers with a smile of pride on his face while the cadets stood behind him.

"As leader of this event," Sentinel announced, with a smug look, "I just want to say, it was an honor training these young minds; molding them for the future! Under the watchful command of our very own, Ultra Magnus of course." He gestured across the podium to Ultra Magnus, who waved at the audience.

Hot Shot whistled loudly through the silence in a goofy manner. "Hey! Sentinel! Lay a kiss on it!" he hollered. He made kissing noises on his hand and placed it on his aft to emphasis the perfect "aft kisser".

Sentinel gave him a dirty look and ignored the mild, scattered giggles behind him as he continued. "Anyway, I hope we can have ourselves another good generation of warriors that Cybertron can be proud of." He paused and held up his hand, gesturing to someone in the audience; a large white mech named Grandus. "Okay, now I know the big guy's going to have a serious meltdown if we don't start the banquet soon, so let's begin."

Grandus shrugged his shoulders when everyone glanced back at him.

Shortly afterwards, the cadets were welcomed by the Elite Guard and the Autobot military forces. The crowd of Autobots spent the evening mingling, talking and sharing stories at the banquet and planning for the future with the cadets.

Hot Shot pushed his way through the crowd with Chromia and Moonracer so that he reached Red Alert who was in the middle of a conversation with Ironhide. "Behold, my dear nurse companion!" he boasted, "I come bearing the gift of fine, ever so attractive females!"

Moonracer smirked and posed slightly. "Naturally."

Red Alert chuckled dryly at the joke. "Hot Shot, I was just talking with Ironhide," she said, "He's very interested in joining our squad."

Hot Shot surveyed the red bot with a thoughtful murmur, pacing around him. "Hmm," he mused, "Looks pretty tough. But are you sure you're Team Athenia material?"

Ironhide smirked and his entire body suddenly covered itself in a gleaming, metallic casing. "Come on then, small fry!" he boasted, patting his chest with one fist to emphasis his durability, "Give me a big shot!"

Hot Shot smirked and retracted one of his wrist torches. "Oh, you got a set of big bearings on you!" he said, "You asked for it!"

Red Alert groaned and stepped back. "Not in the banquet hall!"

It was too late for that as Hot Shot fired a searing blast of fire at Ironhide, causing several mechs and femmes to scatter with cries of surprise. Ironhide stood unharmed and with his hands on his hips, a proud look on his face. Hot Shot blinked in surprise before he grinned.

"Well, I'll be slagged," he remarked.

Moonracer and Chromia laughed. "Leave it to mechs to prove who has the bigger, shinier pair."

Ironhide looked at Red Alert. "Come on, pretty lady!" he said, "Give me your best shot!"

Red Alert held up a hand. "No thank you. I'd rather not."

"Come on!" Ironhide pushed, grinning, "I bet you can bust a few jaws!"

"No. Honestly, Ironhide," Red Alert said, embarrassed, "I believe you."

Then, Long Arm stepped up and patted Ironhide on the shoulder. He gave Red Alert an apologetic look. "Ironhide, now what have I told you before," he reprimanded gently, "Is that any way to speak to a lady?"

Ironhide sheepishly smiled and walked off.

"You'll have to forgive him," Long Arm told Red Alert, "He does need a lesson in manners. But he has a good spark."

Red Alert laughed and shook her head. "The goofy ones usually do."

Hot Shot held up a finger, already bored with the inane conversation between them. "If you two will excuse me, I see a fabulous Energon dessert with my name on it!" he announced, as if his entire life depended on it. Then, his optics widened as he cast his gaze to the banquet table. "Uh-oh, it's on the move. Gotta go." He quickly moved through the crowds, chanting to himself. "Must follow, must follow..."

Red Alert glanced at Moonracer and Chromia, who giggled and stepped back, but not before Chromia nudged Red Alert's hip with one elbow joint so that she stepped awkwardly closer to Long Arm. Red Alert glared after her with a grunt. Long Arm arched his optic ridged and chuckled sheepishly.

"Yes, and it seems childishness is certainly in mass quantity around here among my fellow ladies," she muttered.

Long Arm just smiled. "That is why they have us to manage them. Otherwise they'd fall apart."

Red Alert gave a small laugh and took a drink from her container of Energon. "I've never seen you around here before," she said.

"That's because I've never been around here before," Long Arm replied, "I'm new to the planet. I was raised off-world."

Red Alert chuckled. "Ah, sorry."

"It's okay. After all, I'm learning as I go," Long Arm said, cheerfully, "I have had many considerate friends to show me the way."

Red Alert turned so that she faced him completely. "Forgive me, I haven't properly introduced myself," she told him, offering her hand to shake his, "Field Medical Officer Red Alert of Team Athenia; it's a pleasure to meet you..."

Long Arm shook her hand with a smile. "Long Arm. Former nobody, now recent addition to Cybertron Intelligence."

Red Alert laughed at the joke. "I'm sure you've had your chance at fame before you came here."

Long Arm waved his hand in the air. "Had it, but I could not pass up the opportunity to become a part of something better."

While they were talking, Hot Shot dodged Grandus from taking his Energon treat. "Ah-ah, back it off, Thunder Butt." he warned. He glanced over and noticed Red Alert and Long Arm talking before sighing dramatically at Chromia and Moonracer watching as well. "Ahh, points a finger in society, doesn't it? Don't those two scan a picture perfect moment?"

Chromia frowned thoughtfully. "Hmm...I don't know," she said, skeptically, "Long Arm's kind of...uh..." She glanced at her friend. "What's that word I'm looking for, Moonracer?"

Moonracer was chewing an Energon treat. "Dull? Stiff? Drab?"

"I was going to say out of her league, but those words work too." Chromia said, with a laugh.

Rodimus walked passed them toward the two and Hot Shot's optics widened slightly. "Uh-oh..."

The red and gold mech stopped in front of them and arched his optic ridges at Long Arm. "Hello, Long Arm," he said, in a particularly gruff tone, "Sentinel Prime is gathering the cadets to assign them their posts. I think it's best if you hurry along."

Long Arm smiled calmly. It was hard to tell if he was put off by Rodimus' tone or at least acted like it didn't bother him. Either way, he gave Red Alert a gentle bow. "Forgive me, but I must be going; duty calls, I'm afraid." he told her.

Rodimus smiled sarcastically after him.

"He's charming," Red Alert said.

Rodimus rolled his optics with dismay and a grumble of disgust.

Chromia, Moonracer and Hot Shot laughed at the scene.

"Do you smell that, my friends?" Moonracer joked, "That is the masculine scent that I have become quite familiar with over the centuries. Ah yes, take that in the oflactory sensors. It's the ripe smell of jealousy at its finest."

O

Long Arm was pleased with his new office.

He took a moment to survey each and every corner before looking up at Cliffjumper and Ironhide standing there.

"Is everything to your liking, sir?" Cliffjumper asked.

Long Arm nodded his head. "Yes. This is perfect. I imagine that I'll be most comfortable." he said, smiling.

Ironhide laughed as Cliffjumper left the room. "Hey, you know what? Chick bots really dig guys in high power," he teased, "My brother told me that's what makes their gears really grind; bots with control."

Long Arm snorted and took a seat behind his desk. "That's quite superficial, Ironhide," he argued, "Female admirers desire more meaningful things like sincerity, respect and dignity among their fellow Cybertronians. Not one whose idea of a pick-up line is asking them to punch them in the chest."

Ironhide laughed sheepishly. "Yeah, I know. But you can't lie. She was pretty hot."

Long Arm chuckled gently. "Well, she was rather attractive in her own right, but I'm not interested in pursuing a romantic relationship with a female right now."

"How about a male?" Ironhide teased.

Long Arm gave him a skeptical look. "Could you leave my office now?" he snapped.

Ironhide laughed and held up his hands. "Okay, okay, I'm out."

"Thank you." Long Arm muttered, gathering his items from his trunk.

"By the way, congrats on making it to Head Honcho of Intel!" Ironhide said, on the way out; he gave Long Arm a wink and a thumb's up as he started to go, "I hope you still return all of our calls there, big guy!"

Long Arm gave him a parting wave and Ironhide left the office, leaving him along to set up.

As he did, he began to gather and set various tools and weapons onto the desk in front of him. He smiled calmly at the sight and picked up a particular hooked weapon resembling a harpoon, running his fingers across it with a deep, restrained wickedness in those blue optics.

_Highbrow was standing alone in the dark, eerily quiet storage facility. He cupped his mouth and called loudly._

_"Hello? Perceptor?" he called, "I received your message! Where are you?"_

_"I am here..."_

_Highbrow turned and noticed a shadow appear behind him. "Hey, you're not supposed to be here," he told the unseen bot, "You need to leave."_

_"Leave? Why would I want to do that?" _

_The bot stepped out of the shadows and Highbrow's optics widened in disbelief and horror. "Primus, no!" he gasped, "It's you!" _

_He turned and ran, hoping to find someone to help him. Behind the bot, his unknown assailant calmly walked after him, as if he was determined that despite the slow pace, Highbrow would be captured at any cost. The Head of Intelligence was almost to the door when something whistled through the air and punched clear through his chest. Highbrow's fingers shook inches from the door before he dropped to his knees, shock on his features. He stared down, seeing that his entire chest had been stabbed cleanly through by a spear. _

_"Highbrow, where are you going?" the voice purred, a single red optic glaring at him from the darkness, "I thought you wanted to find me."_

_Highbrow's optics widened and his head was forced back. His mouth gushed Energon and he stared up into the empty face of Shockwave, holding a deadly, sharp weapon into the air. Highbrow struggled to scream, but nothing came out except for thick, precious fluid. _

_"Consider this your dishonorable discharge," Shockwave whispered, pitilessly. _

_And with that, he swung the weapon down, cutting Highbrow's head clean off with a single sweep. It clattered uselessly at his feet and Shockwave calmly picked it up with one hand and dragged the headless corpse away with the other._

Long Arm shook his head of the memory with a wicked smirk on his face. "You'll be happy to know I've filled your position properly, Highbrow," he murmured to himself.


	2. Unsettling Business

**Masquerade**

**Disclaimer**: Oh Gawd, I gotta stop doing these. LOL. And yet...somehow I can't seem to do so. If you guys ever get tired of these, let me know. I have MANY ideas involving other pairings, but this one I'm particularly stuck on. But stay tuned. With a devoted fanbase, I tend to be much more motivated to do these a lot. :) Now granted, this was a series of ideas that I originally had for my fic NEVER WILL BE, but didn't work out for the intended plot. So this one will be an AU fic that will work around an alternate version of the whole events of Animated involving Shockwave. So. Yup. There you have it. I promise there won't me too much sadness this time. :)

_"A single lie destroys a whole reputation for integrity."_

-Baltasar Gracian

_"A lie does not consist in the indirect position of words, but in the desire and intention, by false speaking, to deceive and injure your neighbour."_

-Jonathan Swift

**By: VampireQueenAkasha**

_"...all that unpleasant morality."_

-Shockwave, Transformers Animated

**Unsettling Business  
**

_Cybertron_

_"My Liege. I have my report."_

_"Excellent, Shockwave. You have proven most loyal and diligent. We have located the Allspark and are in pursuit of it as we speak; our greatest triumph is at hand."_

_"What must I do, Great One?"_

_"Remain on Cybertron until your next order. Maintain complete anonymity and do whatever it takes to ensure that no one suspects a thing. As for this...female Autobot Medic...She is a member of Team Athenia. My sources tell me that they will be shipped to safeguard Space bridge 687-030 in the Magnokor Asteroid Belt to replace another unit. Perhaps you could somehow use her to your advantage. Do what you feel needs to be done."_

_"As you command."_

Shockwave sat calmly at his desk, staring out at the streets of Cybertron. He sat there in deep thought before he folded and took the form of Long Arm. He cleared his vocal apparatus before smiling to himself and spent a few moments practicing in his false voice. Eventually satisfied with the results, he stood up and left his office. Cliffjumper was sitting behind his desk and stood up when he saw Long Arm. He gave him a quick salute.

"Long Arm Prime, sir!" he said.

"At ease," Long Arm replied, "I'm going into the city for a little while."

Cliffjumper nodded his head. "Of course, sir."

"I'll be back within a few groons."

Cliffjumper looked surprised, but said nothing as Long Arm transformed and rolled out of the Metroplex.

Meanwhile, Red Alert was working in the Iacon Infirmary and stepped into a room, where Ransack was lying in bed and his friend Crumplezone stood beside him. The two were common for trouble-making and were always getting caught speed racing through the streets. Ransack's arm and leg were patched up from a recent accident. But to Red Alert, every single trip to the Infirmary was an accident and a constant one.

"Good day, Ransack," Red Alert said, "I take it you're here because of your street races again?"

Ransack shook his head and angrily thrust his good hand in the air. "It's not my fault!" he insisted, "That Cheetor's got it in for me!"

Crumplezone looked at Red Alert desperately. "Be real, doc!" he begged, "Is my little buddy going to be okay?"

"Yes, yes," Red Alert said, with a small laugh, "It's a minor break. He'll be on his feet-and presumably back on the street racing mindlessly-in no time."

Ransack slapped Crumplezone a high-five. Red Alert frowned now and leaned forward, studying the smaller bot closely. "What's that on your lip?" she asked.

Ransack glanced down and rubbed his mouth slightly. "Eh? Uh, nothing." he lied, "Nothing at all."

Red Alert gave him a skeptical frown and bent down, peering under his berth and pulling out an empty container of high-grade Energon. Ransack sat there sheepishly when she held it out to him for an explanation.

"Ooh, look at that," he said, "How'd that get there?"

"Do you want to get better or do you want to get completely trashed?" Red Alert snapped.

"Aww, come on, doc!" Ransack protested, when she disposed of the empty container in a garbage chute, "What am I, a prisoner?"

Red Alert sighed impatiently. "You're here to recover, Ransack; not make yourself worse," she said, turning for the door, "I'll be back with some proper nourishment."

"Can I get a Chrome-alloy pie?" Ransack hollered after her.

"No!" Red Alert called back.

Ransack huffed and folded his arms across his chest.

O

Later that day, Red Alert left the Infirmary in vehicle form, riding through the city, exhausted from her day of work. She transformed upon reaching a corner where Chromia and Moonracer were standing, waiting for her.

"Well, if it isn't our hard-working Red Alert," Chromia gushed, putting an arm around her, "They finally let you out?"

Red Alert gave her a skeptical look. "I take it today's been a particularly productive one for you?"

Chromia looked at her briefly before laughing loudly. Then, she looked at Red Alert and noticed the serious look on her friend's face. "Oh, you were serious?"

Moonracer also wrapped an arm around Red Alert's shoulder. "Come on, my over-worked and underpaid friend," she said, "I think a nice Visco will help ease the tension in your circuits. Maybe we can go mech hunting at Maccadam's!"

Red Alert grimaced. "Moonracer, you know I'm not comfortable with that."

Moonracer pinched Red Alert's cheeks playfully. "Ah, come on now, Red!" she teased, "You need a mech in your life. Every guy on the streets these days is either bonded, arrested, or working some boulder in the mines."

Chromia nodded in agreement. "Yeah. And you should never date a guy who comes home covered in dirt and also knows more about your access port than you do."

"Chromia!" Red Alert cried.

"What? I'm just saying. It's happened before."

Moonracer laughed skeptically and shook her head. "Personally, if a mech ever rolled in my berth with a spike as big as his I.Q., I'd be shocked."

Red Alert sighed and glanced upwards. "Why does Primus curse me with such tasteless, vulgar friends?"

The two laughed.

Once the three reached the intersection and crossed over to the fountain, Long Arm appeared beside them and gave Red Alert a small smile, ignoring the grins from the other two. "Hello, Red Alert," he greeted, "It's nice to see you again."

She looked up at him and gave a returning smile back. "Nice to see you too."

"I was in the area and thought perhaps you and I could grab a drink," Long Arm offered.

Chromia and Moonracer grinned broadly and elbowed Red Alert closer to him. "Go on, girl!" Moonracer teased.

Red Alert gave her a reprimanding glare. "Moonracer!" she hissed, through gritted denta.

Long Arm laughed and gave the two a funny, yet calm look. "Would the two of you mind?" he asked, "I'd prefer it if Red Alert and I spoke alone. To...avoid any if all possible embarrassing moments between the three of you."

"As you wish," Chromia said, dramatically. "We can take a hint, can't we, Moony?"

Moonracer smirked. "Don't get too naughty while we're gone!" she added.

Red Alert waved them off. "Get out of here!" she scolded.

The two femmes rushed off, transforming and laughing away. Red Alert grimaced and shook her head before looking at Long Arm with a weary smile. "A drink sounds lovely right about now," she confessed.

O

Long Arm purchased two of the finest drinks from a local rest stop and carried them across the park to Red Alert sitting at a bench and watching families together. He smiled at her and offered one. She took it and gave a nod.

"Thank you," she said. After taking a sip, she gave him a funny look. "Okay, what's wrong with you?"

Long Arm looked surprised. "What do you mean?"

"You've bought me drinks, treated me properly and asked for nothing in return?"

Long Arm chuckled softly. "Perhaps I find you interesting. You seem like a proper femme who deserves to be treated properly." he told her. He took a drink of his container and tilted his head, studying the activity around them. "Do you come here a lot?"

"Yes. Sometimes if I have a particularly circuit-wracking day, it's nice to just relax." Red Alert admitted.

"It is quite a calming sight."

"Yes."

Long Arm paused thoughtfully before he glanced down, noticing something off. He gestured to Red Alert's hand. "What happened there?" he asked.

Red Alert looked down and noticed a deep cut in her hand that had started healing. "Oh! That was an accident at work," she told him, "One of my patients was an unstable one after surgery and he attacked me. I had to resort to strapping him down."

Long Arm looked at her. "May I?" he asked, taking her hand in his.

Red Alert for some reason could no resist a small shiver when his hand came in contact with hers, but she tilted her head curiously when he reached into a side compartment at his leg and removed a bottle filled with a peculiar green goo. He popped it open and poured some on her cut before rubbing it in. Red Alert shivered slightly and Long Arm looked up curiously at the reaction. She smiled sheepishly and shrugged.

"It's cold," she said.

"Sorry." he replied, smiling in a way that looked kind of cute.

Red Alert looked down at the bizarre fluid and watched in amazement as the cut on her hand slowly started to close.

"Primus, what is that stuff?" she gasped.

Long Arm smiled broadly. "Just a little something I picked up from my home world," he told her, "It produces millions of nano machines that work in a mere fraction of a few seconds repairing minor cuts and damages. Quite useful in some regards."

"Really? That's amazing! It would really help in the medical field!"

"I'm afraid this is in short supply," Long Arm said, with a long-suffering look.

Red Alert grimaced and shook her head. "That's too bad. It would have been of great help to us."

Then, two shadows loomed over them and they glanced up. Flareup and Warpath were standing there, chuckling at the sight.

"Well, isn't this just a cute sight!" Flareup teased, "The emotionally stunted Head of Intel and the prudish little goody-two-bases medic!"

Red Alert scowled at her and rose. "Flareup, if you say one more word..." she warned.

Long Arm stood up and put a hand on her shoulder. He wasn't as put off by silly little teases and just calmly looked at her. "It's okay, Red Alert," he said, gently, "Perhaps we would be better off going somewhere else."

Red Alert nodded in agreement and angrily glared after them as she followed Long Arm out of the park.

"I can't believe the nerve of some people!" Red Alert muttered, annoyed.

Long Arm nodded his head calmly. "It's okay, Red Alert," he assured her, "Sometimes, you will have people like that. But-" He glanced down at his wrist and noticed that it was beeping; a signal that summoned him to the Autobot High Council. He frowned before looking up at her. "Forgive me, but duty calls. Perhaps we could continue this tomorrow?"

Red Alert smiled, somewhat surprised. "Um, yeah. Sure. I don't have to work that day."

"Excellent. Same place?"

"No problem."

Long Arm pretended to be absolutely thrilled with this and he chuckled darkly as he left.

O

"What do you mean?"

Long Arm practically shouted it through the Autobot Council Hall when he heard the news from Alpha Trion. Optimus Prime's ship had been lost as well as the Allspark and Megatron and no one had a single clue to their location.

"We have to begin a search for them!" Long Arm insisted, trying to keep himself composed.

Alpha Trion shook his head. "The council does not believe that it is in the best interest of Cybertron to go on a wild search party for them."

"Not in the best interest?" Long Arm exclaimed, "What about the Allspark? Surely THAT's important!"

Sentinel growled quietly and folded his arm across his chest. "Optimus didn't follow his orders to leave well enough alone," he said, "He took on Megatron by himself and without a doubt was killed in the process."

Long Arm knew that Sentinel had a small glimmer of hope for that possibility, but he didn't care. "I just don't understand it!" he snapped, throwing his arms in the air, "How in Primus' name could you lose them all in one shot?"

"Well, maybe if you weren't spending the time prowling for femme aft, you'd have caught their location!" Sentinel barked.

Long Arm's optics narrowed. "_Excuse me_?" he hissed.

Alpha Trion stood up. "That's enough!" he shouted. When they calmed themselves, Alpha Trion resumed. "This is certainly a surprise to all of us. Now, we can't waste valuable resources combing the galaxy for a space bridge crew, the Allspark or Megatron without any leads to where they may be." He looked down at Long Arm. "I want you to begin your search with their last transmissions made. If we work from there, that's a good start."

Long Arm cleared his vocal apparatus and nodded gravely. "Of course. I'll begin right away."

Alpha Trion nodded his approval and gestured to the rest. "Good. Dismissed."

Long Arm immediately returned to his office and resumed the form of Shockwave. He transmitted to Megatron and much to his horror, only received static. Though this seemed entirely hopeless, he decided to attempt it regardless.

"Lord Megatron?" he said, "Can you hear me? Lord Megatron!"

No response. Just constant static.

Shockwave leaned back in his chair with a sigh. It didn't necessarily mean that his master was dead. Perhaps communications was lost in the battle. No mere fallen Prime could have killed him so easily. A simple, pathetic crew would be destroyed without a doubt. He leaned his head back a bit and contemplated his next course of action. Megatron left him with his final orders to use Red Alert to his advantage and monitor the space bridges for Decepticons to emerge to Cybertron.

It seemed simple enough.

"Poor little thing," Shockwave sighed, thinking of the female medic, "She has no idea what she's getting herself into."

He chuckled with contempt and stood up, walking to his berth.

However long it would be for Megatron to make contact with him didn't matter. He had his orders.

He would carry them out to the fullest.


	3. Sweet Chimes

**Masquerade**

**Disclaimer**: Oh Gawd, I gotta stop doing these. LOL. And yet...somehow I can't seem to do so. If you guys ever get tired of these, let me know. I have MANY ideas involving other pairings, but this one I'm particularly stuck on. But stay tuned. With a devoted fanbase, I tend to be much more motivated to do these a lot. :) Now granted, this was a series of ideas that I originally had for my fic NEVER WILL BE, but didn't work out for the intended plot. So this one will be an AU fic that will work around an alternate version of the whole events of Animated involving Shockwave. So. Yup. There you have it. I promise there won't me too much sadness this time. :)

_"A single lie destroys a whole reputation for integrity."_

-Baltasar Gracian

_"A lie does not consist in the indirect position of words, but in the desire and intention, by false speaking, to deceive and injure your neighbour."_

-Jonathan Swift

**By: VampireQueenAkasha**

_"...all that unpleasant morality."_

-Shockwave, Transformers Animated

**Sweet Chimes**

_Cybertron_

The sweet, peaceful sounds of Rosanna performing her music on the Iacon monitors that day was positively enlightening. Given the recent news of Megatron's death, everyone on Cybertron had reason to celebrate; in the streets and in the park. Of course, Long Arm wasn't one of them. He stood among the dancing crowds, displeasure and disgust on his face. It wasn't true. It couldn't possibly be true. His Lord would never have allowed himself to be destroyed so easily by mere Autobots.

_It's not true..._

Just then, Hot Shot burst from the crowd, throwing his arm around Long Arm's shoulders. "Hey, big guy!" he yelled, joyously, "Time to celebrate!"

Long Arm scowled down at him and wriggled out of his grip, stalking away from the crowd and taking a seat at a bech, but Red Alert's voice halted him in his place. He turned and forced as much of a pleasant smile as he possibly could.

"Long Arm!" she cried, "There you are!"

"Yes, here I am." he said, half-heartedly.

Red Alert tilted her head curiously at the look. She had good instinct, he could tell. "What's the matter? This is a day to be happy. Megatron's finally dead!"

Long Arm sighed and shut his optics, rubbing his forehead with one hand. "I'm just a bit exhausted from my day's work."

"Well here," she offered, holding out a cube of Energon, "This might help."

Long Arm took the offering and gave it a big drink. "Thank you." he said.

Just then, Rodimus walked up to them. "Hey, Red Alert; we're planning on shipping out in ten cycles," he told her, "Everything you have in your office should be packed up and ready before then, okay?" He glanced at Long Arm, as if he had just now noticed him sitting there. The look wasn't particularly friendly either, but he did an excellent job of sounding professional and impassive as he acknowledged the mech. "Long Arm."

"Rodimus," Long Arm acknowledged.

Red Alert gave her leader a nod. "Of course, Rodimus. Thank you."

He smiled and seemed to hesitate, as if there was more he wanted to say before he turned to go. Long Arm smirked with contempt and extended his leg discreetly out of sight from Red Alert, sticking it out so that Rodimus unfortunately tripped. He fell to the ground flat on his face with a dull grunt and as he struggled to regain his footing and pride, Long Arm's leg was already back in its proper spot and he looked completely innocent.

"Rodimus Prime, you should be careful," Long Arm said, feigning concern.

Rodimus glared at him before he pushed his way through the crowds. Red Alert knotted her brow and sighed, shaking her head.

"He's in pursuit of you," Long Arm finally told her, "Is that the reason he put in a request for you to be on his team?"

Red Alert looked at him in surprise. "What?" she exclaimed, "How do you know-"

"I'm Head of Cybertron Intelligence," Long Arm replied, giving her a skeptical look, "I have everyone and everything on file. It just seems somewhat convenient that this 'pious' mech suddenly strives to have you placed in his crew."

Chromia and Moonracer pushed their way through the crowds up to them.

"Hey! We were looking for you two!" Moonracer said, grinning, "Have you guys been planning something saucy without us?"

"No." Red Alert muttered, "We're just talking about Rodimus and Long Arm's belief that he enlisted me as an act of perversion."

Chromia and Moonracer grinned and whooped, taking spots on the opposite sides of the two. Long Arm looked mildly annoyed and Red Alert was equally aggravated. "Ooh, do tell!" Moonracer gushed, "I am all audios!"

"I'm telling you, it's not like that at all!" Red Alert insisted, "We're only war comrades."

Chromia snickered and nodded. "Oh yeah, that's how it usually starts," she teased, "That's how Ironhide and I got hooked up. Next thing you know, he's sweeping me off of my feet and on top of me in my berth-"

Red Alert covered her audios to keep herself from hearing the rest of that. "Chromia, what the frag?" she exclaimed, her face plates heating. "It's not like that! I've already made it clear to him that we're just friends."

"Aww, stop being such a prude, girl!" Moonracer said, laughing, "You're a medic. I'm sure you've seen one, you've seen them all." Then, she looked serious now. "You're heading out to the space bridge station in Magnokor soon. I think you should have some kind of fun before you go."

Red Alert gave her a pained smile and couldn't resist her laugh. "Moonracer, I'm going to a space bridge. I'm not dying."

The sound of Jazz's voice interrupted the conversation as he broadcasted over the monitors after Rosanna finished her song. _"All right, Cybertron! That was our very own talented Rosanna. Now, we got ourselves a smooth singer coming up next. Performing a slow song for all you lovely couples, I give you...Windy!"_

Red Alert smiled at the sound of a new song playing. It was gentle and soothing, relaxing her. "Oh, I remember this one," she sighed.

Long Arm took a quick drink and studied her for a moment before he glanced up and noticed Rodimus approaching them. Deciding to keep the persistent bot from interfering, he looked down at Red Alert with interest.

"Would you like to dance with me?" he asked.

She looked startled. "Really?"

"Of course."

Red Alert smiled and nodded, somewhat embarrassed by her goofy, grinning friends standing there. "Um...Okay."

He stood up and took her hand, leading her into the crowd of mechs and femmes gently dancing to the music. Red Alert and Long Arm faced each other; he could feel a slight tremble in her body as he took her hand into his and placed his other around her waist. Long Arm glanced up and noticed Rodimus staring at them from a distance, shocked and attempting to restrain his anger in his stare. Long Arm just smirked and gave him a small wink before he looked down at her as they began to dance.

"It's weird," Red Alert said, smiling almost shyly, "I wanted to ask you to dance, actually."

Long Arm chuckled and glanced down briefly. "Ah, so did I. But I was certain you'd laugh and call me a dork of some kind."

Red Alert giggled and shook her head. "I wouldn't do that." Then, she paused before staring at him curiously. "Why do you do that?"

"What?"

"Every time you're about to smile or laugh, you try to hide it," Red Alert pointed out, "I can't see why. I think you have a cute smile. It makes your optics look...gentle and warm."

Long Arm arched his optic ridges at the compliment. Clearly he had no idea how to react to that.

"Oh, Primus, I'm sorry," Red Alert said, sheepishly, "I didn't mean to embarrass you."

"You didn't," Long Arm finally said, his voice lower and unable to hide the mild confusion in it; it clearly went over her head, "I don't believe a mech hears compliments like that too often, especially someone like me."

Red Alert furrowed her brow before she smiled. "Hm. Maybe you haven't met many nice people then."

"...No. Not really."

Moonracer and Chromia watched the scene of the two dancing together and sighed dreamily.

"Ah, take a good look at that, Moony," Chromia said, "Our little girl's growing up on us."

Moonracer nodded dramatically. "I promised myself I wasn't going to cry..." She pretended to sniffle.

Red Alert closed her optics and rested her head against Long Arm's shoulder. He blinked in surprise at the gesture before shutting his own optics and leaning his own head forward against hers. They just moved gently, slowly to the beat of Windy's song. She felt relaxed and comfortable, but in a strange way, not at all embarrassed by the fact that she was leaning against a mech that she barely knew. Was it odd that Red Alert was content with where she was? Was it odd that she didn't want to move from this?

Warning alarms went off in her head. This felt like it was getting more intimate than she thought was proper, but her mind protested the idea of leaving and pulling away from him. But when the song ended, she finally pulled away and looked up at him, suddenly shy. He looked mildly bothered, but smiled calmly.

"I should be going," he said, "I have important work to attend to."

Red Alert nodded dumbly. "Yes. I do too. Um..." She looked down briefly before smiling. "Thank you. This was nice."

Long Arm smiled. "Yes. It was. Perhaps I will see you again later?"

"Sure..."

He gave her a parting smile and a bow of his head before turning and walking away. She watched him go with a small chuckle.

Today had certainly ended on a sweeter note.

O

Long Arm returned to his office in a rage and began to pace around the room.

"He can't possibly be dead," he ranted to himself; maintaining an even tone, "Those fools wouldn't be so lucky." He paused in the middle of his pace and frowned thoughtfully skyward, considering the logic behind his Lord's actions. "It must be some kind of a ruse. To steer the Elite Guard from him and avoid arrest. That's it. That's got to be what it is." He paused again and frowned, looking at himself in the mirror. "But if he is truly dead, would there be any further need to continue this game?" He scoffed. "Lord Megatron's wishes are absolute, even in death. I must continue." After a moment of silence, Long Arm growled and slouched his shoulders. "Perhaps a recharge would help clear my circuits."

He folded himself into his true form of Shockwave and walked to his berth, stretching out like an exhausted feline. It took a little bit to get perfectly relaxed and calm his worried mind before he slipped into recharge. When he did, he began to dream. Shockwave didn't dream often and could usually control his sleeping world, but given recent events, he couldn't entirely focus on calming his mind tonight. So when he was dreaming, he found himself in a glowing, Energon forest.

Everything was luminescent in the darkness and appeared to glow with life, drawing a peculiar comfort to the Decepticon. Shockwave was then drawn to an Energon fountain and felt the urge to drink from it. As much as it would be possible in a dream, but consuming raw Energon would make him sick. As a dream, no logic applied. After drinking, he continued forward, his body pulling him to an unknown source. A peculiar urging toward something that had no name, but he felt the need to go to it.

Shockwave paused in his walk to look up at the sky above. The stars were shining so bright and clear in an almost unnatural way, but in a way that was possible in dream. He took a moment to marvel at them before hearing something. A small crackling of branches. Despite the childishness of his curiosity, he made his way toward the noise, parting several glowing branches and spotting a shape standing before an Energon fall.

Red Alert.

She didn't seem to notice him at first; she looked to be preoccupied with something in the pool. Shockwave felt himself move toward her a step for whatever Primus-forsaken reason and that was when she abruptly looked across the way at him. They were frozen there, two separate beings across the thinnest barrier. Red Alert's features were impassive and she didn't speak a word. Shockwave didn't speak either. Neither one of them seemed capable of speech.

She watched him curiously, like a wild Earth mammal would if it were approached by a human; she didn't move and made no attempt in doing so. Her chest slowly rose and fell with her intakes of air. There was no fear of him in that gaze, but instead an intrigued attention that he had never seen before. No one looked at him in that way before and nothing ever gave his circuits a slight twist of yearning either. She seemed different in this dream, like an untamed creature waiting to be unleashed.

Red Alert continued to watch him before her optics changed. She beckoned him to come to her with a simple look and he found himself answering the call. He walked toward her, noting no tension, but still felt the urge to approach her slowly and carefully. Without any form of restraint, he touched her face with a single claw, stroking her cheek and then her neck. Red Alert's optics closed and she leaned into the touch, her lips parting in a soundless sigh of pleasure.

An Autobot was pleased with a Decepticon touching her? The logic, even in dream Shockwave found bizarre and unrealistic. But his own logic and his sanity seemed to flee in this delicious dream world. When she leaned closer to him, she put her hands over his chest, moving them slowly-almost too slowly-across his back and hips. Each gentle caress brought a fire through his circuits, an illogical feeling of want stabbed through him with each touch.

Finally, he had her pinned to the ground beneath him and was touching her, tasting her everywhere. She didn't vocalize her pleasure in words or sounds, but with her body. The sinful delights of hearing that sweet, forbidden music call for him was something he had never experienced in such a long time, and even more, with an Autobot. But why couldn't he stop himself? Why couldn't he control his own actions even when she was pinned beneath him, begging with her optics to have her, to take and violate her?

Before he knew it-or could even stop himself-he was already inside of her, claiming her as his. He moved fiercely, driven with constrained need to satisfy himself and to satisfy the passionate Autobot beneath him who pleaded for it, pleaded for _him_. He forgot things then. Forgot his duty to Megatron, forgot his duty to the Decepticon cause. Forgot who he was and what he stood for. He forgot everything.

When he felt the pivotal moment approach, Shockwave awoke from his dream with a small start. He cast his optic around his room, taking a brief nanoklick to calm his racing spark and cast his shamed gaze downward at his shaking servos.

"Primus..." he gasped.

When had he ever had such a dream like that? It had been so long, he couldn't remember.

Shockwave felt disgusted with himself. How could he ever have such a dream like that about her? it may have been an instinctive masculine response to an attractive femme. Red Alert certainly was, he couldn't deny. And he had been without physical intimacy for so long, perhaps his body was just reacting by nature. Surely he couldn't truly desire the female Autobot. It was just a part of his scheme that Megatron has suggested of him. And to even think that she would accept him in his true form was utterly ludicrous.

He folded himself to Long Arm and took a spot at his desk. He wanted to start his reports, but couldn't focus on that and decided to try and drink some Visco to calm himself down. When that failed, Long Arm slipped into the shower to clear his circuits and let the water rush over his irritatingly aching body.

"Long Arm Prime, sir?"

Long Arm gave a start and called out to the voice. "Who is it?" he yelled.

"Cliffjumper, sir. I wanted to see if you were feeling okay. You've recharged over several hours later than usual."

Long Arm gasped slightly and stumbled from the shower. "Primus, why didn't anyone wake me?" he snapped, "I have a meeting to attend to!"

"Um, I wanted to, sir," Cliffjumper said, awkwardly; he seemed preoccupied from behind the door, "But you...uh...sounded like you were a bit bothered in your sleep. I didn't want to disturb you and risk embarrassing you in the process."

Long Arm blinked before he gritted his denta. "Primus above, Cliffjumper," he snapped at the door as he quickly gathered his data board, "Don't be childish."

He rushed from the room and Cliffjumper awkwardly saluted him. "Stay cool, sir."

Long Arm glared murderously upwards, resisting the urge to hit him.

O

Rodimus surveyed his team as they began training that morning. They worked their way through mud and dirt and he observed with a particularly unfriendly look on his face today. He didn't seem very happy, but it wasn't known exactly why.

"Pain is your friend!" he yelled, "You ally! It will keep you awake in times of dire emergency! It will keep you going and it will tell you when you're hurt! But the best part about it is it lets you know you're still alive!"

There was a dummy explosion off to the right where Hot Shot and Ironhide were crawling their way through a makeshift sand pit and under tattered, dangerously sharp wire. They vaulted their way toward a set of rolling metal pipes and balance beams. Rodimus observed them impassively, timing their progress with a small clock on his wrist. They were moving rather fast and he was impressed for the moment.

Once the two raced for the finish through the obstacle course, he stopped the time and smiled.

"Hot Shot, 50 seconds," he said, "That's a new record. Ironhide. That 62 will keep you alive in the heat of battle."

Ironhide saluted. "Yes, sir."

Rodimus looked up and watched as Red Alert vaulted perfectly over a wall and ducked to avoid several targets. She took clean shots at them and once she was through, she paused to collect air through her intakes. He approached her with a smile of approval.

"Good work, Red Alert," he told her, "You're moves are getting better."

She smiled and nodded. "Thank you. But I'm concerned about who will take my place while I'm gone."

"Not to worry. First Aid has it all taken care of."

Red Alert nodded her head, though something seemed to trouble her a bit. She decided against asking him the question that was on her mind, but it didn't seem proper. Especially if there wasn't much evidence besides Long Arm's suggestion.

"Rodimus, I have things to pack yet," she told him, walking to the training ground's main exit.

Rodimus nodded his head as he followed her. "There's no need to rush. We still have a few cycles left." He paused slightly, not seeing Long Arm behind the other side of the door. "Are you going to see Long Arm?"

Long Arm tilted his head at Red Alert's response.

"Yes. I was considering it." she replied.

Rodimus paused slightly and he spoke with a glimmer of rigidness. "Red, really?" he said, "Long Arm Prime? What do you see in him?"

"Long Arm is a sweetspark," she said, "He's generous and charming."

"Come on, Red," Rodimus laughed, "I can be the same way."

Long Arm frowned intensely at that. Red Alert's silence was almost maddening.

"I told you, Rodimus," Red Alert said gently, "You and I are just friends."

Long Arm couldn't resist a smile at the response. Despite how utterly useless it was, having a Prime denied in any regard was amusing in its own right. Especially one as irritating and persistent as Rodimus Prime.

"Okay," Rodimus finally said, "I'll be seeing you."

Long Arm moved out of the way as Red Alert stepped through the door. She spotted him and arched her optic ridges. "Long Arm," she said, "How long have you been standing there?"

"Oh, long enough," Long Arm replied, with a small smile.

Red Alert couldn't resist an embarrassed laugh. "Well, since you're here, we could take a walk."

Long Arm nodded. "That would be nice."

As they started walking, Red Alert began talking about her plans at the space bridge station and Long Arm listened intently. Anything she said could have been use to him if it involved a potential means of sending Decepticons through. But as she continued to talk, he noticed something about her; her optics radiated a peculiar trust in him that he felt very uncomfortable with. Of course, every bot he encountered did-his disguise was nearly flawless-but when she did, he felt at odds. Discomfort was something he wasn't accustomed to, so it was strange. And it took an even more uncomfortable turn when he remembered his dream.

"Hey, Long Arm?"

He snapped out of his thoughts and looked at her with a funny look. "Yes?"

Red Alert looked a little concerned. "Are you okay?" she asked, "You look a little distracted."

Long Arm shook his head and gave her an awkward smile. "I didn't sleep very well last night."

_Liar. You slept perfectly fine. _

"Oh. I'm sorry," Red Alert said, blinking, "I guess sometimes work can be a bit tiring. We don't always get the sleep we need sometimes."

"Yes..."

Red Alert smiled now. "Oh! Well, moving on."

They resumed their walk and luckily, Long Arm was able to distract himself with a conversation regarding space bridges. Otherwise, if he would have just walked and listened, his mind would have wandered down that sinful road again.

_Don't be foolish. You have used many to your advantage. This one will be no different._

Though another voice in the back of his mind warned him that it would end poorly.


	4. Twisted Emotions

**Masquerade**

**Disclaimer**: Oh Gawd, I gotta stop doing these. LOL. And yet...somehow I can't seem to do so. If you guys ever get tired of these, let me know. I have MANY ideas involving other pairings, but this one I'm particularly stuck on. But stay tuned. With a devoted fanbase, I tend to be much more motivated to do these a lot. :) Now granted, this was a series of ideas that I originally had for my fic NEVER WILL BE, but didn't work out for the intended plot. So this one will be an AU fic that will work around an alternate version of the whole events of Animated involving Shockwave. So. Yup. There you have it. I promise there won't me too much sadness this time. :)

_"A single lie destroys a whole reputation for integrity."_

-Baltasar Gracian

_"A lie does not consist in the indirect position of words, but in the desire and intention, by false speaking, to deceive and injure your neighbour."_

-Jonathan Swift

**By: VampireQueenAkasha**

_"...all that unpleasant morality."_

-Shockwave, Transformers Animated

**Twisted Emotions**

_Cybertron_

_"Lord Megatron... I do not know if you can hear me, or if you're even still alive, but I will continue my report regardless. It's been many cycles since I have heard anything from the Decepticon forces. They have scattered across the galaxy, unfettered and unchecked. I have maintained contact with a few Decepticon units, most particularly Strika and her team. They have made the decision to attack the Elite Guard space bridges..."_

Long Arm walked through the infirmary, passing several surprised patients and doctors before he stopped at the doorway of Red Alert's office as she was packing things up. Hot Shot was with her, helping with the packing. When he saw Long Arm, he smirked broadly.

"Well, if it isn't Mister Personality!" he teased.

Red Alert gave him a skeptical look. "Hot Shot, if you're not going to help, please carry these to the ship."

Hot Shot laughed and shrugged his shoulders. "Come on, woman," he teased, "It's just a joke." He faked an impassive look. "I do that." Red Alert gave him a warning look and he quickly scampered off. "I'm going."

Red Alert chuckled before looking at Long Arm. "My mother and father are coming to my office soon. I should warn you; she can be a bit...critical."

Long Arm smiled. "I think I can handle it."

Red Alert nodded, though she seemed mildly doubtful before standing when two Cybertronians walked into the office. Long Arm immediately noticed their similarities with Red Alert. Her mother was a small femme who clearly transformed into a road vehicle of some type. She had white, shining enamel and long heels that ended it tips. Her fingers were also quite long and she had a container in them. Her face was aged and her optics bright blue with "irises" swirling with a darker bluish tinge. Her helm was slightly flat with a bright red head crest.

Red Alert's father was taller and appeared to transform into what Long Arm could guess was also a street vehicle; perhaps some kind of plow. He had a dark red body with slightly thicker armor plating and his shoulders were finely tipped. His face was also filled with age and he looked distinctly similar to Alpha Trion with a small metal mustache and beard. He had long, curved legs that ended in wheels with spikes attached to them. Though Long Arm could definitely see where Red Alert got her gaze from.

"Hello there, doctor!" her father sighed. Red Alert went to shake his hand, but he smiled warmly and put his arms around her, paying no mind to the mech standing there watching. "No, give me the whole package. Come here."

Red Alert gestured to Long Arm when she parted from her father. "Mother, father; this is Long Arm Prime," she introduced, "Long Arm, these are my parents," She gestured to her mother. "This is Sill. She's a retired medical officer," Then to her father. "And this is Phaeton. He is also a retired war veteran."

Phaeton smiled and shook Long Arm's hand. "Former Red Sabre Squadon."

Sill scrutinized Long Arm with a mild wrinkle in her nose. "Hmm. A Prime. Well, I suppose you could do a lot worse."

Red Alert gave her mother a look. "Mother, please. You promised you were going to behave."

Sill shrugged and glanced back at her. "I'm only concerned about the well being of my only daughter," she argued, "You never know what kind of maniac you can be hooked up with these days. He could be anyone."

Long Arm felt a cold, stabbing sensation of dread at the suggestion from the older female. Sill was much more perceptive than he thought. That, or she was just being an overly critical glitch as Red Alert had warned him about. Taking a first glance at her, he did get the idea that she was just a stubborn, crazy old fool who ranted about everything and nothing. Perhaps his paranoia at detection was just overreacting.

Phaeton put a hand on his mate's shoulder. "Sweetspark, Red Alert is old enough to make her own decisions," he chided, "If this young bot makes her happy, then we would be impudent to interfere in any way."

Sill seemed slightly miffed and turned to Long Arm again, smiling. "Tell me, Long Arm; what is it that you do anyway?" she asked, "What is it that is enough to entice my daughter to associate with you?"

"I'm the Head of Cybertron Intelligence, ma'am." Long Arm replied passively.

Sill blinked and arched her optic ridges. "Really?" She glanced at her daughter. "Is he having me on?"

Red Alert laughed slightly. "No, mother. He's quite talented at what he does."

Sill murmured thoughtfully, somewhat annoyed by the flattery that Red Alert was giving this mech she never even knew about. She looked back at Long Arm and frowned thoughtfully. "So, you sit behind a computer desk, typing reports all day, feeling a sense of superiority because you happen to wave the title of 'Prime' like some sort of crutch?" She gave a gruff snort. "What a senseless thing to do with your life."

Long Arm actually looked annoyed, but quickly covered it up with a painful smile. "It's a matter of opinion, I suppose."

Sill shrugged before she smiled at Red Alert and offered the container. "I've made these Energon cakes for you, dear. If you get cold on those lonely nights at the space bridge station, they'll warm you right up."

"Thank you, mother."

Phaeton smiled and nodded to the two femmes. "Would you ladies excuse us for a moment?" he suggested, "Long Arm and I have to have a male-to-male talk alone."

Red Alert looked at Long Arm curiously, not knowing what her father was up to, but nodded in approval. "Okay." she said.

Long Arm followed the older mech into the halls and the two leaned against the wall.

"Red Alert talks about you quite a lot, young bot," Phaeton began, smiling.

Long Arm looked at him curiously. "What does she tell you?"

"She worries a bit," Phaeton continued, "But I think that's because you always seem distracted." He seemed to take that into consideration and tried to turn the conversation into a cheerful note. "She also says she loves the way you smile."

Long Arm chuckled, mildly uncomfortable. "Yes. Apparently, that's one of my redeeming qualities with her."

"May I ask you something personal?"

Long Arm looked hesitant, but nodded. "Of course."

"Do you care for my daughter?"

He didn't reply, just stood there, considering Phaeton's question. Truly, he didn't have an answer. He didn't even know if he did or not. Red Alert was a femme all her own; a charming one for an Autobot. But he knew that deep down in the pit of his spark that anything he said to her or did would always be a lie. In the end, she would come to learn of who he really was when the time came and he knew that she would hate him.

Autobots always did.

"I don't know," Long Arm finally said.

Phaeton looked surprised. "What does that mean?"

"As it sounds," Long Arm replied, suddenly very tense. He didn't like these questions and didn't enjoy feeling as if he was being grilled. "I'm sorry, but I just don't know." He took a deep inhale and looked at him with shame in his optics. "Sometimes, I wait every day, wanting to see this femme and I don't even understand why."

Phaeton chuckled softly. "I take it emotions don't come as easily for you as others."

"You have no idea..."

"It's nothing to be ashamed of. Sometimes it can be scary, but running to the person you care about is easier than running away."

Long Arm sighed.

_You old fool. It's not that simple..._

O

Red Alert watched the prepping ship from a balcony overhead. She smiled to herself, thinking of how amazing it was to finally move toward protecting Cybertron, even if it was a job as small as protecting a space bridge. Then, she felt the warmth of Long Arm's body as he stepped up behind her.

"I suppose this is goodbye then," he said, quietly.

Red Alert smiled and shook her head, leaning against the rails. "Not really. I'll be gone for a little while, but I'll definitely be back."

Long Arm looked down and noticed that they were suddenly very close together. Red Alert stared down before closing her optics. She smiled and felt herself leaning back against his chest. He moved forward slightly against her, placing a hand over hers against the railing, the tips of their fingers slowly and gently touching before lacing together. Red Alert could feel him smile against her audio receptor and she couldn't resist a small tremble in her body.

"You look beautiful..." Long Arm whispered.

She didn't respond as he gently smoothed his lips to her neck and remained there, taking in a deep, yet silent inhale. She didn't retreat as he slid an arm around her from behind and turned her head to look back at him. Long Arm almost faltered at the intense, feminine look she gave him; her optics were slightly closed as she stared into his optics. No one had ever looked at him that way before and he felt himself tugged forward, ignoring the warning alarms in his head. It was too late to stop himself as he found his mouth pressed against hers.

Red Alert felt herself drawn to the mech's lips; they were soft, gently rolling over hers and she could not remain in this position any longer. She turned properly, parting their lips for a few seconds before connecting them again. Long Arm reached up and placed a hand at the back of her head, pulling her closer. She gave a shuddering sigh, parting from his lips to take a cycle of breath; Primus, he definitely knew how to kiss. It left her dizzy and slightly trembling.

Long Arm stared down at her, his optics darkened. He faintly smiled and she returned it.

"I have heard that a goodbye kiss is customary," he finally said; his voice was lower than usual, "Did you like it?"

Red Alert nodded dumbly. "Y-Yes. Yes, I did."

"Good," Long Arm replied, "I hope to keep in contact with you. Perhaps you could reach me and give me your status every now and again."

"I'll be sure to do that."

They stood there awkwardly for a few moments and Long Arm gave a mildly uncomfortable chuckle. "I should be going then." he said.

Red Alert nodded. "Me too."

They immediately parted ways with Long Arm giving her a passing glance and a small wave before she returned the gesture and disappeared to the ship docks. He took a deep inhale and considered this passing for the best. Not just because it would be easier to rid himself of the annoying ache he had around her, but the incessant doubts lingering through his processor. He was obeying Megatron's wishes, regardless of his death and following them to the letter.

So why did he feel a strange sickness about what he was doing to her?

It may have been because she granted him much more than trust. She was slowly-very slowly-opening herself to him in ways that others didn't. But this was what came with war and the necessity to win at all costs.

Some would get hurt in the end.

O

Moonracer sighed, leaning in her bath and was annoyed by the sound of someone knocking on her apartment door. She groaned and leaned her head back, not willing to remotely get up. It could have been Ultra Magnus and she would have never given him the time of day.

"Primus, who is it?" she shouted.

"Long Arm..." came the voice behind the door.

Moonracer sat there in her bath, furrowing her brow plates before she sighed. "Hang on a nanoclick!" she yelled.

Long Arm waited outside of the apartment, shifting restlessly in his position. He dared to cast his glance around the halls before Moonracer opened her door and looked surprised to see him. He smiled uncomfortably and gave her a small bow.

"Ah, hi, Moonracer," he said, "Is this a bad time?"

She shook her head with a weary laugh and stepped aside to let him enter. "Nah. I was just relaxing," she replied, "I had nothing better to do. Come in."

"Thank you," Long Arm said, stepping inside. "I wanted to speak to you about something."

Moonracer walked over to a storage unit and removed two filled containers of oil. "Go ahead. I'm all audios."

She offered the container to him and he took it. "Well, I wanted to talk to you about Red Alert."

"Ah. Yes." Moonracer said, smiling and raising her container, "The true romantic. A toast to your new acquisition, by the way." When he didn't budge-too bemused by those words-she rolled her optics good-naturedly. "Just pretend, for Primus' sake."

He shrugged and did as she said before continuing. "We have had a few nice encounters as I'm certain you are aware, but since you have been her friend for a long time, I thought the opinion of a female would be more efficient to help in learning about her." He chuckled weakly and took a sip of his drink, seemingly embarrassed and even ashamed of himself. "I've just never had to deal with these feelings before..." He cut himself off, noticing that she had been listening intently with a small smile on her face and he sighed. "I should not be bothering with this."

"It's okay, Long Arm," Moonracer told him reassuringly, "We're all friends here. I'm loaded with insight on this sort of thing."

Long Arm sighed. "I just do not know if I could offer anything that would be appealing to a femme like her..." he said.

"Really?" Moonracer said, surprised, "If you can't offer love, then what else is there?"

Long Arm shrugged his shoulders and set his drink down on her desk. "I love what I do, Moonracer," he told her; silently referring to the task of being a Decepticon spy. Of course, she wasn't aware of that as he kept it conspicuous. "Unfortunately what I do does not allow for any relationship to blossom. And yet, I cannot resist the urge to attempt to do so, especially with someone like Red Alert. It's never happened to me before."

"Never hap-What, you can't say you've never been with a female before." Moonracer joked. When he looked dead serious and said nothing else, her optics widened in disbelief. "No way. You've never been with a female before. At all?"

"Like I said, my work never lets me become a part of something like that. It's been a very long time since I have had the opportunity to share anything intimate with another."

Moonracer pursed her lips thoughtfully. "So, what are you saying exactly?"

"Say that I had known something that Red Alert couldn't know being in the position that I am, but she could find out," Long Arm suggested. He paused thoughtfully and gave her a reluctant look. "Would she still feel the same way about me?"

"That all depends." Moonracer said, shrugging her shoulders, "Red Alert's never been the kind to hold grudges and usually takes a short time to cool off if she gets angry. She tells me there's no point in wasting time holding that all in."

"So what should I do?"

Moonracer smiled and leaned forward, patting his shoulder. "It's quite simple, Long Arm." she explained, "All you have to do is fulfill her every wish and desire; be a good mech for her and everything else will just flow naturally into place. It's a lot like clockwork, you see. It'll come together in time."

The entire time, Long Arm had been watching her intently, trying to make sense of this. Then, he licked his lips thoughtfully and tilted his head at her. "If you were Red Alert, what would you want in a mech?" he asked.

"Me?" Moonracer laughed. She paused thoughtfully and considered before smirking suggestively at him. "Well, if I were her, you'd definitely know what I'd want. Come on, Long Arm. You're a smart mech. You do the math. You know what femmes want."

Long Arm chuckled and arched his brows. The intimate suggestion did in fact make his spark skip a beat. "I don't think Red Alert is that type of femme to naturally jump into a berth with just any mech she crosses."

"No. But any femme could tell you that's what we enjoy." Moonracer argued. "But I think for Red Alert, sharing a secret-bad or otherwise-would just be in the timing. Charm her a bit and work her over with something smooth. She's a classy female and she goes for that sort of thing. When the moment's right, then that's when you tell her."

Long Arm was running his fingers absently along the rim of his drink, staring at the fluid within. "Sounds to me like you know what you're talking about."

"I'm an expert, of course." Moonracer joked.

"I appreciate your advice, Moonracer," Long Arm said, standing, "I should be going."

"Hey, you take it easy, okay?" Moonracer advised, giving him a mildly concerned smile.

Long Arm nodded briefly before he departed from her apartment.

O

Team Athenia arrived at space bridge 687-030 and as soon as Hot Shot stepped out of the transport ship, he threw his arms in the air.

"Welcome comrades to space bridge 68...something... something!" he announced, dramatically-forgetting the designation number of the bridge for a moment, "Population five Cybertronians and a slag-load of dust!"

Brawn looked around, scrutinizing the area with dismay. "So, this is it, huh?"

"Looks like it," Red Alert said, "Let's get unpacked and contact the High Council when we do. I want to have our first station to leave a good impression."

Hot Shot flashed her a grin as the others began to remove their belongings from the ship. "Hey, Red Alert; I think I figured it out."

She chuckled and bent down to take a box. "This should be good."

"You know what your problem is, doc?" Hot Shot teased, "You care just too much."

Red Alert smirked and placed the box into his hands; he grunted under the weight. "And your problem is that you don't care at all." she shot back, playfully, "Now take this to my office." When Hot Shot started to go, she shot a skeptical look in his direction. "And don't set it in the hallways where someone can trip!"

"No promises!" he yelled back.

Red Alert rolled her optics with dismay before taking a box into her hands as well. She followed him into the station where he was poking his head around, checking each and every room and office. He grinned and appeared in one of the rooms.

"Hey! I call this one!" he yelled.

Red Alert shook her head and stepped into the medical hall toward her new office. She started to gather her things from the box and paused at the presence of something in them that she hadn't noticed before; she picked it up and turned it in her hands for study. It was a data pad. Curious, Red Alert switched it on and Long Arm's face immediately appeared; it was a prerecording and it made her smile just to see his face again.

_"Forgive me, Red Alert; but I felt that it was necessary to leave you with a little something," _he said, _"I have taken it upon myself to give you this recording of that song you seemed quite taken to. I do hope it's not a bother. I will speak to you later. Goodbye."_

Red Alert just smiled at the gesture.

Hot Shot poked his head in the room. "Oh! Hey Red?" he said, sheepishly, "Is it possible for someone to blow their head off with too much accumulated rage?"

Red Alert looked surprised. "Uh, no. Why?" Then, she looked annoyed and sighed. "What did you do to Brawn now?"

"Nothing..." Hot Shot lied.

Then, Brawn's enraged voice practically shattered the air.

"HOT SHOT!" he roared from somewhere in the hall.

Hot Shot quickly hid under Red Alert's desk and she sighed, staring upward. "Hot Shot, tell me what is it like to live without shame and very little moral fiber of any kind..." she muttered, "Is it a good feeling?"

She could hear a smile in his voice. "Yeah...it is!"

Later, everyone was situated in their rooms and prepared for rest.

Rodimus walked into Red Alert's office, arms folded across his chest. He smiled at her as she was setting up her desk and knocked on the doorway once to indicate he was there. Red Alert was bent over her desk now and held up a finger from below.

"Hold on a minute!" she said. Then, she looked up and gave Rodimus a smile. "Hey."

"Everyone's asleep and I've put Brawn on duty tonight," he told her, as soon as she finished. "I was going to check the radar once more before I go to recharge. There were a few signals I was picking up. I'm sure it's nothing, but I want to check, just in case."

"Good idea. We don't want any nasty surprises."

Rodimus lingered a bit before he chuckled. "Hey, Red, listen," he began, "I hope things are going pretty well with you and Long Arm." He trailed off and watched Red Alert's lips part in a quiet sigh. "Let him know that if he messes it up, I'm coming after him." He gave a small laugh, indicating his humor, but Red Alert wasn't laughing; she just stared at him with a single optic ridge raised at the joke. "I'm joking."

Hot Shot had been quietly hanging out by the door in the hallway, grinning with pity at the poor attempt on Rodimus' part.

"Thank you, Rodimus," Red Alert finally told him, "But I can handle myself."

Rodimus sensed Hot Shot's presence and shot him a warning glare. Hot Shot ducked away with a laugh and the Prime looked at Red Alert with a small smile again. "Okay. Um...goodnight," he told her, with a casual wave. "I'll see you tomorrow, then."

Red Alert smiled and sat down at the edge of her berth. She waved back at him as he slowly shut the door. "Goodnight, Rodimus."

And with that, he walked out of the room with a sad look, hiding it from her so she would not see.

O

Shockwave sat impassively at his desk, staring at the blank computer monitor. Voices plagued his mind. His inner doubts twisting and haunting him as he pondered every single thing about the Autobot female. When he tried to think of other things, his mind always went to her. He could literally see multiple images of himself standing around the room, speaking in his voice, one at a time. Shockwave merely attempted to ignore them.

_"Am I really happy?"_

_"No. Happiness is weakness."_

_"It isn't. She is okay. She is not one of them."_

_"But she will figure it out. And she will try to kill you."_

_"No. Not her. Not Red Alert."_

_"She won't understand."_

_"Break her spark. Break it like you always have with many others."_

_"Why? She did nothing wrong."_

Shockwave sighed, shutting out his mind of the doubts that lingered. This was useless to feel the way he did. Why did he feel even a glimmer of remorse for his lies? Was it because Red Alert cared about him? No. She cared for Long Arm Prime. She didn't even know that the mech she had feelings for was a lie. So what did it matter if he hurt her?

_"It matters because you feel something for her."_

Shockwave closed his optic and took a deep sigh.

Every single emotion he thought he had suppressed was threatening to twist itself into chaos. Something was going to go wrong in the end. He knew it.

_No. I won't let it._


	5. The Shepherd's Ethics

**Masquerade**

**Disclaimer**: Oh Gawd, I gotta stop doing these. LOL. And yet...somehow I can't seem to do so. If you guys ever get tired of these, let me know. I have MANY ideas involving other pairings, but this one I'm particularly stuck on. But stay tuned. With a devoted fanbase, I tend to be much more motivated to do these a lot. :) Now granted, this was a series of ideas that I originally had for my fic NEVER WILL BE, but didn't work out for the intended plot. So this one will be an AU fic that will work around an alternate version of the whole events of Animated involving Shockwave. So. Yup. There you have it. I promise there won't me too much sadness this time. :)

_"A single lie destroys a whole reputation for integrity."_

-Baltasar Gracian

_"A lie does not consist in the indirect position of words, but in the desire and intention, by false speaking, to deceive and injure your neighbour."_

-Jonathan Swift

**By: VampireQueenAkasha**

_"...all that unpleasant morality."_

-Shockwave, Transformers Animated

**The Shepherd's Ethics**

_Cybertron_

_Several Cycles Later_

_"Shockwave..."_

_"My Liege? You're alive?"_

_"That I am, but explanations can come later. What do you have to report?"_

_"Everything is going as planned, oh Great One. As you predicted, the Decepticon uprisings at the rim of the galaxy are straining Autobot forces to the breaking point."_

_"And what of your situation?"_

_"My situation, Excellency?"_

_"The female."_

_"Oh. She suspects nothing as well." _

_"Good. Use her connections to "Long Arm" to have Team Chaar access the space bridge her team resides. See what you can get out of her... Anything would be of use to our triumph. Shockwave, are you listening to me?" _

_"...Yes, my liege. I will do what I can."_

Red Alert sighed, observing the emptiness of the space bridge.

"Hey, Red!" Hot Shot appeared at her side, taking a spot. He offered her a container full of Energon snacks. "I managed to snatch these from Rodimus after much due persuasion."

Red Alert frowned and took one. "How did you do that?"

"Well, I needed some stuff and asked Rodimus if he'd spot me," Hot Shot explained, "He said 'no'. Then he said, 'what for' and when I told him I wanted to bring it to you while you were on watch duty, he brought all this extra stuff." He gestured to the two bottles filled with fine grade Energon. "I tell you what, that guy's certainly got the spark for you. He's like one of those weird little parasites that clings to your ship; you never know if you should leave it there or not, but you still can't help but find it funny to watch."

Red Alert sighed impatiently. "Yes, I know."

Hot Shot smiled. "Hey, listen; you've been down in the dirt for a while, so maybe I should tell you something to cheer you up," he offered, chewing on one of the treats, "I actually cleaned the waste disposal vents this time."

Red Alert looked surprised. "You did?"

"No, I didn't," Hot Shot told her, smirking, "I just wanted to put a smile on your face. And don't tell me it wasn't flattering." He turned and started to head back to the station, making his voice very high in a goofy falsetto, teasing Red Alert. "'Oh mercy, Hot Shot'! You did? You actually did'?"

Red Alert couldn't resist a smile. "That's not funny."

Then, Hot Shot paused and tilted his head. A new alert crossed his face. "Wait, did you hear something?"

Red Alert frowned. She leaned her head to one side, making out the sounds of squelching and metal crunching. The two followed the noise toward the side of the station, spotting a towering, brown and spiked form crouched over a pile of scrap parts. It looked like some kind of organic creature covered in thick, armored plates with pools of red for eyes. In its massive claws, it shoved bits of scrap metal into its complex-looking mouth that appeared to split when opened, the mandibles dripping with a bizarre saliva.

"What is it?" Hot Shot whispered.

Red Alert blinked, taking care to scan the creature as it distracted itself with a piece of pipe. "It's a creature from uncharted areas of the universe from Quartex," she whispered back, "They tend to blend in with common asteroids. Wheeljack once called them...Rock Lords."

Hot Shot laughed and shrugged. "What's so scary about these guys?"

The Rock Lord turned with a gruff snort, glaring directly at them. Its eyes seemed to glint with unchecked hunger. Red Alert took a cautious step back.

"Their appetite." she answered.

The Rock Lord sniffed them, slowly approaching with deep, intrigued grunts. Red Alert warily glanced down at Hot Shot. "Take it easy..." she warned, "Easy." The Rock Lord leaned forward, sniffing her with a deep, stinking inhale. Its breath was searing hot against her metal and smelled absolutely horrible. "Easy?" The Rock Lord gave a loud, bellowing roar in her face and she chuckled weakly. "Okay, maybe not."

Then, there was a loud whistle and the two bots as well as the Rock Lord looked in its direction. Rodimus was standing there now, smiling and waving a glowing Energon treat in the air. The Rock Lord tilted its head curiously at the offering and Rodimus tossed it through the air. The beast snapped it up and gave a satisfied growl before looking at Rodimus expectantly for more. He chuckled and opened up a compartment filled with the treats.

Red Alert and Hot Shot watched him in disbelief.

"Kup taught me that trick," he told them, "A little diplomacy goes a long way."

The two looked relieved and glanced at each other, laughing nervously.

Ironhide spotted the sight of the creature from a distance and his optics widened. "Hang on, sir!" he yelled, "I'm coming!"

As he charged for the creature with a shout, the three bots looked in his direction in horror.

"IRONHIDE, NO!" they shouted, at the same time.

Ironhide solidified his body with the metal shell and punched the Rock Lord in the back. The attack did nothing to stir a volatile reaction save for having the Rock Lord pause in chewing and turn to glare down at the offender. The creature glanced down at the spot where Ironhide had punched it and then let out an infuriated roar. Ironhide staggered back and Hot Shot gave him a weary pat on his back. His voice oozed with sarcasm next.

"Nice one, numb nodes." he said.

The Rock Lord surged for Ironhide on all fours, but Rodimus moved quicker. He reached for several explosive arrows on his back and launched them at the Rock Lord's side. They exploded, drawing a shriek of pain from its jaws, but when the smoke cleared, it was not damaged at all. The creature snarled furiously, glowering at the group with hatred. Red Alert looked at Rodimus.

"Rodimus, the creature's hide is weak against intense heat!" she said.

Hot Shot smirked. "I got you covered!"

He raised his torches and sent a searing blast of flame at the Rock Lord, drawing metallic screams of anger and pain from the creature. At a distance, Brawn appeared and when he caught sight of the creature, his optics widened.

"What in the-" he began.

Red Alert gestured to her own neck. "Rodimus, go for the neck!" she shouted.

Rodimus nodded and charged for the Rock Lord with his arrows at the ready. "Brawn! Hot Shot!" he commanded, "Aim for the creature's neck! Ironhide, when I say attack, you move and hit it with everything you got!"

The team charged into battle; Hot Shot unleashed another blast of fire from his torches and Brawn came charging in with his fists clenched tight. Rodimus charged as well and aimed his arrows at the spot beneath the Rock Lord's head. He unleashed two that struck the Rock Lord's neck, drawing a terrible scream from it.

"Ironhide, now!" Rodimus shouted.

Ironhide rushed into the fray, his body shining with that tough layer of metal. He drew out his fists and slammed them into the Rock Lord's throat, cracking the strong layer of shell around it. Then, Rodimus made his move; he unleashed several arrows into the creature's exposed body. Explosion after explosion resounded, completely obliterating the Rock Lord and scattering everyone from the blast. Rodimus stepped out of the smoke with a smile.

"Excellent work, team," he said.

Ironhide smirked and staggered to his feet. "Score another for Team Athenia!"

Red Alert looked around, noticing one missing from their group. "Hey, where's Brawn?" she asked.

"Someone get me out of here!" Brawn's angry voice shouted from somewhere.

"I hear him." Rodimus said, surprised.

Ironhide shook his head, clueless. "I don't see him anywhere."

Hot Shot smiled teasingly and made goofy gestures with his hands. "Maybe he's calling from Short Stack Heaven. He's a brown, moody little spirit with a knob-nose." He sighed dramatically. "Oh Brawn, you will be missed."

"Down here, you idiot!" Brawn growled. They looked down and noticed Brawn pinned beneath the remains of the Rock Lord. His leg was wedged in the ground and he glared up at the watchers. "Get this stinking creature off of me!"

Hot Shot and Ironhide suddenly busted out laughing.

Red Alert looked pained by their laughter. "Don't you two think you're overdoing it?"

Elsewhere, Team Chaar was watching the scene through binoculars. Strika was chuckling with contempt. "It seems we now know what their fighting style is," she said. She looked at Cyclonus, who stood impassively on the edge of the asteroid. "Cyclonus, move forward. The hunt can finally begin."

The violet, quiet warrior nodded emptily without so much as a single word and transformed.

O

Megatron's face on the monitor was as bit as refreshing as anything Shockwave had come to know. It was a relief to see that his master was alive and well and that no Autobots had taken his life and even more that he was broadcasting again. After he had lost connection with Megatron, he had assumed that he was dead. It was definitely a good bit of news.

"I have Team Chaar scheduled to access the space bridge nearest their primary location, my liege," he said, "Should I give them the order to proceed?"

Megatron frowned thoughtfully on screen before shaking his head. _"They make take the bridges to their spark's content, but no one is to make a move further until I arrive. Make that perfectly clear to the rest."_

"As you command."

Then, Strika's image popped up on the minitor, interrupting their conversation. _"Strika to Shockwave,"_ she transmitted, _"Team Chaar has taken space bridge 687-030. Requesting access codes so that we may transwarp to Cybertron."_

Shockwave's optic narrowed. _That's Red Alert's position..._

He maintained a calm tone, chastising the larger Decepticon. Hopefully he would get the message across not to do any harm to the prisoners for now. "We are under strict orders from Megatron," he told her, "No one is to make a move until he and his team arrive."

Strika growled impatiently. _"But he was supposed to be here MEGACYCLES ago!"_

"You have your orders, Strika, and I have mine."

_"What about the prisoners then?"_

"What about them?"

_"Shall we terminate?"_

"...No. Leave them alive for now."

Strika angrily threw her hands in the air with a furious snort and turned attention to the Autobots in custody. Cyclonus had his swords poised at Red Alert's throat. Oil Slick clutched Hot Shot's head and Blackout was poised beneath the moaning, broken forms of Ironhide and Brawn. Rodimus was lying in the dust, his body frozen from the Cosmic Rust solution that Oil Slick had thrown at him earlier. Strika was impressed with how fast her team had moved.

"What do we do about them?" Oil Slick asked.

Strika looked down at the Autobots and chuckled. "Shockwave wants them alive. But he failed to clarify what condition they will be in."

The Decepticons laughed cruelly, knwoing full well what she meant. Behind them, Strika failed to see the sight of a crackling space storm behind her. The other Decepticons and Autobots saw it though and their optics widened in disbelief. Strika scowled at them, confused by their sudden shock.

"What are you idiots gawking at?" she snapped.

Spittor slowly raised one digit beyond her and Strika turned. When she saw it, her optics widened in shock. The storm seemed to part and a jagged shape emerged; an enormous black ship filled with various spikes and markings. It passed over them, a frightening leviathan covered in ancient Cybertronian markings that the Decepticons had only read about in history. It was hard to tell if the ship was Decepticon or not.

"Shoot it!" Strika commanded.

The Decepticons made their move and aimed their weapons at the ship, taking various plasma shots that didn't even make it; they appeared to strike an invisible barrier that rippled before dissipating entirely. The Decepticons and Autobots both looked stunned by this and watched as the ship idled there for several moments before something appeared below it; a long, blinking red device that suddenly unleashed a powerful, sonic wave.

The area was alive with the cries and wails of Decepticons and Autobots alike as they struggled to shield their audio receptors, but it did no good. They dropped to the dirt one by one, unconscious from the force of the sound.

O

"The Elite Guard will find them."

"Don't worry. I will return them to Cybertron if they so desire."

Red Alert winced and her bleary optics focused on a bot standing over her; she didn't recognize him. He had no face, but a plate and visor and was mostly all gray save for blue stripes in his body and arms. She blinked and staggered back, noticing that she was lying on a table.

"Who are you?" she demanded.

"Calm yourself," the bot scolded; his voice was low and rough.

Red Alert looked around the room and noticed another mech standing there. He was tall, maybe a little more than Ultra Magnus and was mostly bone white. He wore a long, billowing red cloak attached to his chest with several rubbery tubes and metallic epaulettes. His feet ended in jagged talons. But that face... He looked ancient, practically as old as Alpha Trion and had a thin metal bead on his chin and dark, practically blood-red optics with various scars. His face was ghostly gray and his helm ended in small horns. What drew Red Alert mostly to the mech was the scratched, faded Decepticon logo on the center of his chest. It was difficult to tell what he transformed into given the fact that his cloak covered most of his body.

When the mech spoke, his voice was soft, almost light; it also carried a sense of power. Every movement, gesture and word that followed told her than he had to be a leader.

"Take great care in moving too fast," the mech told her, stepping closer, "It may take some time for your dizziness to fade." He gave the other bot a quick flick of his head. "Go and be sure Rodimus is doing well."

The bot nodded and left the room without so much as another word.

Red Alert looked confused. "I'm not sure I understand," she said, "Aren't you a Decepticon?"

The mech smiled, but his optics looked sad. When he continued to speak, the gaze never changed. "I was. I was many things, my lady," he told her, surprising her with the proper address, "But you have nothing to fear from me. You are safe. I have taken the liberty of bringing your friends on board my ship to save you from those...savages." He paused and gave her a chuckle. "Forgive me, where are my manners? I am Jhiaxus."

Red Alert looked stunned. "What?" she gasped, "You're Jhiaxus?"

He nodded.

"_The _Jhiaxus?"

"Yes."

Red Alert couldn't believe it. "You...You're the Great Warlord. The Conqueror!" she exclaimed, "The one from history. I thought you were dead!"

Jhiaxus sighed and cast his gaze down. His voice dropped lower, carrying a semblance of a history that she didn't understand. "I was dead. But we'll leave it at that for now," he replied, "Come. I'll take you to your friends."

Red Alert stepped down from the table and followed Jhiaxus into the dark, shadowy halls of the ship. "Where are we?" she asked.

"On board the Shepherd. My salvage vessel," he explained, "I derive great pleasure in telling you that I collect lost and weary travelers from the war should they need it. I hope to free them from their existence by taking them to my home planet so that they may live in peace."

Red Alert looked surprised. "But...the stories I've heard about you..."

"All true, I'm afraid," Jhiaxus said, sadly, "What once was has come to pass. I have defected from anything having to do with war."

"So...what does this ship do?" Red Alert asked him, "I mean, surely the Elite Guard give you trouble."

"Yes." Jhiaxus replied, his optics flickering with something akin to annoyance, "The EMP pulse that I had released is a non-lethal, yet highly powerful device that I use to bring down any potential enemies we may cross paths with. You and your team were helpless and I had to make a decision there. This ship is also programmed to warp on its own without the use of a space bridge. I can come and go when I need to without worry or fear of capture."

Red Alert looked amazed now. "That's impressive."

"Thank you. I developed the technology myself. Among...other things." Jhiaxus replied, shaking his head. Then, he looked ahead and his features turned grim. "The disciples of the Elite Guard and the Decepticons despise one another. Did you notice that every Autobot of the High Council finds our race not worth living?" He sighed sadly now, as if he was burdened with a great weight. "The great fools. What good can ever come of such childish rivalries? We are all prisoners in this universe. Every single one of us."

They entered the central control room and Red Alert was amazed to find it filled with various mechs and femmes of every shape and size. What surprised her even further was the fact that some of them had Decepticon and others had Autobot insignias. Each one was faded or scratched out. She spotted Hot Shot, Ironhide and Brawn standing there, talking.

"Okay, I offically want my own ship!" Hot Shot announced, "I have gotten used to this and I like it!"

Jhiaxus chuckled softly. "I'm pleased to see your accommodations are to your liking, young bot," he said, "We will be arriving at Cybertron shortly."

Red Alert looked around for a moment. "Wait, where's Rodimus?" she asked.

"He is in the infirmary," Jhiaxus assured her, "He was given a cure to his Cosmic Rust. Dreadful condition. He is fortunate that I came when I did. He will be back on his feet in a few stellar cycles. There's no further need for concern."

Brawn furrowed his brow. "Hang on," he said, "I think I remember something about you now. Weren't you that waste of scrap Shockwave's teacher?"

Jhiaxus smiled and nodded. "Yes. How is my student doing?"

"Don't know. Never seen or sniffed light of him in a long time." Brawn muttered.

Jhiaxus turned and gestured to one of the bots behind a console. "All ahead," he told him, "Be sure we maintain a suitable distance from Cybertron." Then, he looked at the Autobots. "Shall we meet again, my friends; do think better of us." They looked confused by his words. "Just remember; things are not always as they appear to be."

Red Alert frowned as she watched him depart.

O

Jhiaxus sat before a makeshift memorial in a faintly lit room with an impassive look on his face. Red Alert peered into the room and tilted her head curiously. Jhiaxus closed his optics and smiled; Red Alert could see an intense pain on his face now.

"Happy Birthday, my love..." he said, quietly to the memorial. He placed something onto it that Red Alert couldn't see.

She blinked, amazed by the torment and the silvery tears that streamed down his sorrowful, smiling face.

"You may enter, Red Alert," Jhiaxus said, glancing partially back at her.

She shook her head, embarrassed. "I didn't mean to-"

"It's all right. Come in."

Red Alert reluctantly entered the room and took a spot beside him. She looked at the memorial and the faded name carved into it. "Who was she?" she asked.

"She was an Autobot, like you," Jhiaxus told her. When Red Alert looked at him in shock, he chuckled softly. "Yes. I understand how utterly blasphemous that must sound. I was a conqueror of worlds, a destroyer of lives and yet, I still took this Autobot femme for my love. Oh, it was forbidden, our union. But that made no difference to her." He looked like his tears would fall again, but he suppressed them. "She was always such a courageous spirit; she feared nothing and no one. Not even me. She looked at me and saw something that even I didn't see."

Red Alert looked intrigued with his story. "Were you bonded?"

"Yes."

"Eros. That was her name. Since her death, I would forbid anyone to speak her name in my presence," Jhiaxus continued. He paused and looked at her with pain. "Can you imagine losing your bond mate? It's like having your soul torn from your body. To walk like a shambling corpse waiting to expire." He looked down at the memorial, his optics lost in memory. "They killed her in front of me, Red Alert. I watched her father stand before me and take her life simply for loving me."

Red Alert sat there, letting that simmer in her processor. "Who was her father?"

"It doesn't matter..."

"Who was he, Jhiaxus?"

Jhiaxus looked at her briefly with a heavy sigh that escaped his vocals. "I believe his name is now Ultra Magnus."

Red Alert's optics widened in shock and disbelief. "What?" she exclaimed, "No. No, that can't be true."

"I'm afraid it is."

"No. There has to be some kind of mistake!"

Jhiaxus looked at her sadly. "I told you; things are never as they seem," he said, quietly, "Have you ever seen him smile? Have you ever seen him stare upon younglings and carry sadness and despair? He is always reminded of the sin he committed to protect the Autobots. The next time you see your leader, you take a closer look at him. You will see the truth eventually. It always comes out in the end, no matter how deeply we try to bury it. Ultra Magnus is not the saint he claims to be."

Red Alert sat there in silence and horror. How could it be true? How could Ultra Magnus do such a thing to his own daughter? She stared at the tormented warlord and he tore his gaze from her, staring at the memorial.

"I'm sorry..." Jhiaxus said, his voice lower, shaking now with despair, "please leave me alone."

O

Team Athenia was picked up by an Autobot drop ship and the Shepherd immediately left to avoid any form of trouble. Rodimus was taken to the infirmary to check for any further damages while Red Alert was greeted by a worried Long Arm.

"I'm glad to see you okay," he said, "Are you hurt?"

Red Alert was distracted, staring at Ultra Magnus as he spoke with Ironhide. "No. I'm fine. Thank you, Long Arm," she told him.

"Who was that?" Long Arm asked her.

Red Alert opened her mouth to speak, but Ultra Magnus approached them. "Red Alert, Rodimus will be under our care," he said, "You did well." She frowned at him, studying his features a little more intensely and he frowned back. "Is there a problem?"

"No. None, sir." Red Alert finally replied.

"Good. Then I want you to report back to the infirmary. We will replace your unit until Rodimus recovers."

Long Arm watched her curiously. "Red Alert, is something wrong?"

She looked at him now and gave a small smile. "No. Nothing. It's nothing."

She couldn't get the image of Jhiaxus' sorrowful look out of her head.


	6. Clockwork Happiness

**Masquerade**

**Disclaimer**: Oh Gawd, I gotta stop doing these. LOL. And yet...somehow I can't seem to do so. If you guys ever get tired of these, let me know. I have MANY ideas involving other pairings, but this one I'm particularly stuck on. But stay tuned. With a devoted fanbase, I tend to be much more motivated to do these a lot. :) Now granted, this was a series of ideas that I originally had for my fic NEVER WILL BE, but didn't work out for the intended plot. So this one will be an AU fic that will work around an alternate version of the whole events of Animated involving Shockwave. So. Yup. There you have it. I promise there won't me too much sadness this time. :)

_"A single lie destroys a whole reputation for integrity."_

-Baltasar Gracian

_"A lie does not consist in the indirect position of words, but in the desire and intention, by false speaking, to deceive and injure your neighbour."_

-Jonathan Swift

**By: VampireQueenAkasha**

_"...all that unpleasant morality."_

-Shockwave, Transformers Animated

**Clockwork Happiness**

_Cybertron_

Red Alert watched worriedly as Rodimus climbed out of the bed. Former drill sergeant Kup was also standing in the room, equally as concerned. The rest of Team Athenia eventually filed into the room to be sure that their leader was okay. They observed Rodimus as he flexed his arms and legs, testing out his healed joints before smiling.

"I feel fantastic," he said.

Kup snorted with dismay at the sight and shook his head. "You just took ten years off of my life!" he snapped. Then, he quipped, "At my age that's serious."

Hot Shot held up an Energon cake to Rodimus, grinning. "Listen to this! This is Ultra Magnus awarding the rust magnet the medal of honor!" He placed the cake on Rodimus' shoulder and laughed when it was brushed off.

"It's good to see that you're better, Rodimus," Red Alert said, smiling.

He chuckled and beat his chest with pride. "You can't bring me down so easily."

Red Alert couldn't resist a laugh at that. "Obviously."

While Rodimus exchanged words with the others, Red Alert departed from the room and her smile immediately faded. She transformed once she was out of the Iacon infirmary and drove back to her housing quarters. The sight of Jhiaxus weeping over a fallen lover-even more, an Autobot-as well as his cryptic words haunted her. How could she trust a Decepticon-fallen or not-over her own leader? But the doubt that he had put there remained.

Long Arm was waiting for her when she arrived.

"How is Rodimus doing?" he asked.

Red Alert smiled. "Well, he's going to live."

Long Arm pretended to actually care whether or not Rodimus was going to be fine. "That's good."

Red Alert sighed and shook her head as Long Arm bent down to gather a container of liquid Energon. "You won't believe this, but we were picked up from the space bridge by Jhiaxus," she told him, "I hardly even belie-"

A loud splash drew her attention to Long Arm; he had dropped one of the containers and it formed a wicked blue pool on her floor. His optics were wide in horror and disbelief and he slowly looked at her, his features haunted.

"That...is not possible," he gasped.

Red Alert was momentarily surprised by the raw horror on his face and attempted to explain. "That's what I thought too, but he was alive," she continued, "Well, for the most part. He's lost someone dear to him. Someone he says was killed by Ultra Magnus. That someone-he claims-was Magnus' daughter and his lover. I honestly don't know what to believe, Long Arm. Someone around here isn't being completely honest."

Long Arm shook his head slowly, attempting to collect his thoughts. "That's-"

"I know, I know. I'm crazy for questioning our leader like that," Red Alert said, nodding, "It's just... You didn't see him. He looked...empty."

Long Arm cleared his vocal apparatus and looked down, returning back to reality. His voice went from haunted to mildly embarrassed. "Oh, I've spilled this all over your floor..."

"It's okay."

After cleaning the mess, Long Arm took a moment to hold her. "You are quite brave in the face of such madness, Red Alert," he said, and his voice carried a bit of pride in it, "I am quite proud to know you so well."

She chuckled quietly. "I appreciate that."

Long Arm lightly placed a kiss against her cheek. Red Alert knotted her brow and looked at him when he parted. He frowned, mirroring her look. A warmth flickered across her optics and she leaned up to kiss him properly on his lips. He returned the kiss and reached up to cup her cheeks; his thumbs brushed beneath her optics and she shivered as his mouth explored her. The kiss turned a little more intense as his glossa lightly pressed against her lips. When she opened her mouth and welcomed him, he gave a low, masculine murmur of appreciation and delved in. Her own glossa rose up to meet his and the entire room suddenly grew hotter.

Long Arm's kiss grew slightly more passionate; his denta lightly nipped her lower lip and it sent hot sparks dancing through her neural pathways. She parted from him just an inch to take a cycle of breath. His optics were darker now with restrained hunger and she could see her own reflect right back. His hands were around her back, holding her against his chest. Red Alert tensed shyly as he began to rub in slow, aching circles.

"Long Arm..." she breathed, when he lightly kissed the corner of her mouth, "I feel so hot. I'm..."

"It's okay," he whispered, "But if you don't feel comfortable with this, then let me know and I'll stop."

His mouth slanted over hers, his glossa once again in her mouth, plundering her mercilessly. Red Alert responded with a shiver and a groan in her chest; her body protested the idea of stopping. It had been entirely too long since she experienced sensations like these. She had only one lover in her entire life and that was when she was a lot younger and much more naive. But she couldn't resist the onslaught of emotions working through her.

Long Arm guided her to the berth where he gently laid her down onto her back, their lips still attached. His body lowered upon hers and Red Alert parted in surprise at the solid weight of his chest on hers. his legs pushed hers apart so that he rested between them, on top of her. Long Arm smiled down at her, his optics partially closed and lightly rubbed two fingers against her cheek. She felt oddly vulnerable in this position, but it was difficult to argue when his touch laid trails of heat across her body.

"How beautiful you are, you precious thing," he sighed.

Red Alert squirmed slightly, smiling under his dark, passionate stare. "Surely you've seen better..."

"Primus no," Long Arm whispered, leaning forward to kiss her again. "Nothing like you."

Red Alert felt her face plates heating at the flattery. But her thoughts derailed and her breathing stopped when his fingers began to explore. They moved lightly over her side, her leg and delved inward, making her suck in air through her intakes and tense when he touched her _there_. Long Arm smiled as he gently stroked and rubbed, watching her features slightly furrow in concentration. Her lips parted and she uttered soft, almost inaudible sounds of pleasure.

"How does that feel?" he asked.

"Good..." Red Alert managed.

He leaned forward, continuing to touch her as he kissed along her jaw and beneath her chin before moving down her neck. Red Alert's optics were closed and she couldn't silence her gasps as they came a little louder than before. Long Arm noticed that she was trying hard to be quiet. He chuckled against her neck and his voice was light with amusement.

"Trying to hold it back, are we?" he purred.

She barely opened her optics and gave him a look that attempted annoyance, but failed when her port armor folded away under his touch and she quickly closed her optics again in a hitched gasp of surprise. He slowly touched the delicate, aching port for a few moments before tracing the opening with one finger. That made her arch her hips toward him, attempting more contact. Long Arm then granted her mercy and slid a finger into her. He uttered a soft groan at the warm feeling that welcomed him.

"Primus, femme, you're so hot inside," he whispered.

Red Alert couldn't form words as he moved his finger in and out in a malicious parody of what was to come. It rubbed across spots within that made hot sparks dance through her body and pleasing tingles shoot through her legs. Because she had her optics closed, she didn't see him change positions. She could feel his mouth moving lower, lower and the hand on her port was replaced with his lips. _That _definitely got a reaction.

Red Alert's optics opened and she gave a loud cry. She had never had a mech touch her there in such a way before. It was particularly naughty, but Primus, it felt so good. He held her ankle joint with one hand and his lips slid effortlessly over her open port. His glossa joined in and he pushed his mouth further, licking and twining around her sensitive core. This felt odd in a way, but Red Alert could not deny how utterly delicious his mouth felt there, working her over in a way that she could not resist.

"Oh Primus..." she panted.

Long Arm's hands stroked her shaking thighs and she could feel him smile against her. She couldn't help but thrust against his mouth, needing and craving more. A small part of her was ashamed in a way for seeking such pleasure. When had she ever been allowed to feel this way and enjoy? She reached down and gripped her fingers against his head as he lavished attention to that special spot, coaxing her to relax and enjoy it.

Long Arm was relentless, showing no mercy and she couldn't stop the louder moan that burst from her lips. Heat surged through her neural pathways and she felt a quickening, something slowly rushing her way. It was too much; his glossa snaking around, his inquisitive fingers caressing places that no one had ever touched before in such a long time. And he didn't stop. If anything, he began to move faster, his fingers brushing against her thigh.

"Long Arm..." she moaned desperately, arching her back, "I..."

"Yes," he hissed, "Come for me."

Her breath came faster and faster, deeper and deeper as he intensified his ministrations. When he raked his denta across her port, that did it. She seized up and came apart with a low, deep gasp of pleasure. Long Arm watched her with a smirk on his face. She looked beautiful as always, especially in the throes of passion. While she was still shaking, he leaned over her and captured her lips with his, muffling her continued, soft moans.

Red Alert could taste herself on his lips and it made her feel hotter. It was strange; Moonracer had always told her that it was exceptionally amazing to have that happen if a mech knew how to do it. Red Alert had always found it a bit too naughty for her tastes. But now that Long Arm had granted her that pleasure, she couldn't help but feel satisfied with it.

"How do you feel?" Long Arm purred.

Primus, his voice near her audio like that made her circuits burn hot all over again.

"Amazing," she breathed, smiling up at him.

"I'm quite flattered," Long Arm replied, with a chuckle.

Red Alert watched his face and felt a sense of doubt now. She had hardly done anything for him and after what he had given her, she wanted to reciprocate as much as possible. She gently, slowly moved her hands down his broad chest, drawing a shiver from the large mech above her. She had the sudden urge to trace his chest with her tongue as he had done, but tensed shyly at the thought. Could she ever actually do something so...intimate?

"Don't be shy, Red Alert," he said, interrupting her doubts, "Touch me."

Red Alert smiled sheepishly. "Okay."

Long Arm's optics closed when she began to explore him. He murmured with contentment as her hands moved lower, around his thighs. His body warmed hers and she could feel his cooling fans slowly whirring to life. He nudged her intimately a few times and Red Alert's face plates heated. She smiled up at him and kissed his face and his lips. Long Arm's optics opened and he gave her a smoldering look that made her tremble in his arms. But at the same time, there was something else in his optics that she did not catch. Hesitation? Grief?

"Long Arm?" she said.

"_Yes...?_"The word turned into a groan.

Red Alert leaned forward, wrapped her arms around his neck and whispered into his audio as deep and as passionate as she could muster. But she couldn't resist sounding a little desperate all at the same time. "Take me..."

His own port opened and his spike slid out in response to that desperate request. He licked his lips with aching anticipation and nuzzled her cheek with his face. Red Alert moaned quietly and moved her hips forward, welcoming him. The action brought their pelvises close, brushing against each other's intimacies. It made Long Arm utter a faltered gasp above her and Red Alert moaned quietly in response.

Long Arm cupped her chin with one hand, making her look into his burning optics. "Look at me," he grated out.

She did. Her own gaze was a storm of need.

"I want to see your face as I fill you, beautiful one," he purred.

Long Arm leaned forward and kissed her neck, her shoulders and her lips as he eased himself inside her. The deep, intense sound he made surprised her and she looked up at he kept his optics shut, forgetting the desire to look upon her. His denta clenched, his body shaking; she thought he was hurt by the strange sounds he made. It almost looked like he was concentrating to keep himself perfectly still. Red Alert couldn't very well do the same, especially with the feeling of fullness. Without waiting any longer, she moved her hips, incidentally clenching tighter around him.

Long Arm sucked in a sharp breath at the sensations and leaned forward, gasping something about tightness before inclining his head and kissing her with carnal ferocity. The feelings he gave her were intense; everything fell into place and the outside world was soon forgotten. It was strange that she would feel this way about someone in such a long time. Everything seemed to make sense when he touched her, kissed her and-

Red Alert parted with a soft, shaking gasp when he dragged his denta against her shoulder and his hand caressed her thigh. And then, with a low grunt, he wrenched out of her until they were barely joined and then he slowly plunged back in, going deeper than before. The pace was too gentle, too slow and restrained, but holy Primus, did it feel amazing. She couldn't help but get lost in his intense stare as he watched her with his slow movements. His gaze was deeply focused, but there was something else about his stare. She had never seen any mech look at her with such need and want before; but his optics reflected another emotion. One she couldn't name right at this moment.

His hands soothingly rubbed her thighs as he continued to move at that achingly slow pace and he leaned forward, whispering in her audio.

"Am I hurting you?" he breathed.

"Oh Primus, no..." she gasped, smiling against his cheek.

"Good."

Long Arm took one of her legs and wrapped it around his waist before pushing into her harder than before. She arched her hips with a low whimper and he smiled before doing it again. His hands moved then, to her chest, up to her face and then her hands, lacing their fingers together. They clenched and flexed. Red Alert heard his voice close to her audio receptor through the fog of pleasure clouding her senses.

"You like this?" he whispered.

"Yes!" she gasped, her voice dripping with desperation and need, "Please..."

"Please what?"

"Harder. Please. I can't take it."

He nodded his head and started moving faster. She moved with him, groaning her approval. Long Arm caught her gaze, found himself lost in those dark pools of blue. He reveled in every twitch, shake and arch of that slender body. But even then, his mind drifted away from the beautiful offering beneath him; he thought of the horrible lies that he fed her, the false sense of longing that she believed was real and the gift of affection that was as much of a lie as was his face.

But the more Long Arm touched her, kissed her and held her, the more he felt that it wasn't a complete lie after all. She gave him a sense of warmth and peace that he had never known in his life. When he was with her, he almost forgot that the life he lived wasn't even real. Long Arm decided not to think about it anymore and just enjoy what he had now.

"Oh Primus, Red Alert..." he panted, nibbling her lower lip, "You feel so good. I never thought it would-"

He was interrupted by a kiss from her before almost saying too much-what he felt was too much anyway. She reached up and cupped his face, holding him with a smile of absolute adoration and dare he even admit it...love. They just stared into each others optics, moving as one. But then, Red Alert's smile faded and was replaced with one of intense need. Her lips parted with a soft, barely audible cry; she was close and he was reaching his limit all the same.

"Long Arm," she moaned, her body shaking; she clawed at his back, "I'm..."

Hearing that change in her voice, he finally moved faster, his denta clenched and his optics squeezing shut with concentration. He doubled over her and hissed in her audio. "Just a little more..." he grated out; the intensity of their coupling nearly prevented him from maintaining his disguise; he certainly couldn't let _that_ happen. Not now. Not in this moment. And after several more deep thrusts, he buried his face in her neck and his voice sounded higher, lighter this time. "Oh yes, here it comes..."

That was enough for her.

Red Alert tipped over the edge, shrieking his name with wild abandon. Her body was flooded with heat, pulses of her overload rocking her to the core. Long Arm cried out her name in her neck, a wounded sound that was more lovely than anything she had ever heard in her life. Long Arm held her tight to his chest, shuddering several more times in satisfaction. She held him just as tightly, her body shivering from the force of her own overload and even his own.

The room was filled with their cycles of air before Long Arm pulled her to rest on her side and he followed suit. They looked at each other with veiled wonder and Red Alert reached up, touching his face with a ravished smile.

"You're shaking," she said.

Long Arm smiled back at her. "It's okay," he replied breathlessly, "I'm alright."

They held one another, Long Arm running his hand up and down her arm. She rubbed her hand down his side. The afterglow of just holding and gently touching was relaxing. He kissed her forehead and leaned his head down against hers.

"You look so beautiful," he sighed.

"So do you," she added.

Long Arm chuckled warmly and touched her face. "Nothing compared to you."

Red Alert snuggled closer to him and she missed the intense, pained look on his face when he kissed her forehead again. "I've never felt this way before in a long time," she said.

Long Arm hesitated before responding. His words carried a deeper meaning that she missed. "Neither have I..."

Then, something beeped and the two looked down at his wrist; he was receiving a message from the High Council that summoned him. He looked down at Red Alert and she gave him a sad, yet hopeful look. One that he felt himself torn to ignore.

"Can you stay?" she asked, "At least until I fall asleep?"

He smiled and nodded. His optics were filled with sadness. "Of course."

Red Alert leaned her head against his chest and Long Arm spent the rest of the evening just petting her until she fell asleep.

O

As Long Arm left shortly after Red Alert had fallen asleep to report to the High Council; he couldn't stop the raging sensations of doubt in his mind as he made his trip. While this was happening, he missed sight of Rodimus approaching him from across the street, but certainly felt the hand of the Prime on his shoulder and tensed. His optics dimmed and he spoke warningly, but with a hint of a threat that was no where near empty.

"I don't like to be touched," he warned.

_You certainly didn't complain earlier. _

Rodimus snorted. "Believe me, Long Arm; I derive no pleasure in touching you," he snapped, turning so that he could face the bot completely, "I want you to understand something; you keep away from Red Alert."

Long Arm smiled broadly at the threat and arched an optic ridge. "Are you threatening me, Rodimus?" he asked, his voice light with humor.

"No. I'm promising," Rodimus hissed, jabbing a finger in Long Arm's chest, "I don't trust you whatsoever. I never have. I think there's something off about you. I don't want to see my friend end up hurt. She's a good femme and-"

"What she _ever_ saw in you, I'll never know," Long Arm interrupted, with a cold snort.

He watched Rodimus tense, squaring his shoulders. This Autobot Prime wanted a fight.

Long Arm inhaled deeply with a smirk. "Oh yes, you want to fight, don't you?" he hissed, "I've sensed it ever since I crossed your path. You want to kick the slag out of me right here, right now. Oh but you won't attack me. After all, how will that make you look in front of the authority." His voice oozed with sarcasm and contempt. "The 'chosen one'. If you thought of attacking me in any way for your own grubby selfishness, then everyone will see who the real problem is."

Rodimus scowled furiously. "On my terms, scrapheap," he snapped, "Not yours."

He turned and stormed away, leaving Long Arm alone. The Intel Prime snarled with anger, the sound less "Long Arm" and more "Shockwave". He ventured forward toward the Metroplex and made his way to the High Council, trying to calm the anger he felt toward Rodimus.

"Long Arm Prime, we've been waiting for you," Alpha Trion said, when he stepped up to his proper place.

Long Arm nodded and brought his voice a register calmer. "What is it?" he asked.

"We have received word that the convicted traitor Wasp has escaped Trypticon Prison and was seen heading toward Earth," Botanica explained, "Sentinel Prime and Jazz have been sent out to retrieve him. We require your assistance in locating the spy."

Long Arm looked shocked for a brief moment. The idea that the same bot that he had convicted of treachery was free most certainly was a cause for concern. He nodded gravely and smiled at the watching group.

"Yes. I will give my full support in recapturing this traitor," he assured them.

"Excellent," Alpha Trion said.

After a conversation of what would be done with Wasp, Long Arm immediately hurried to the space bridge Nexus. He was hoping to contact Bumblebee and his team on Earth. If they would get even the slightest wind that Wasp was not the traitor, then he was done for.

_And I will be left with no other choice._


	7. Darkening the Way

**Masquerade**

**Disclaimer**: Oh Gawd, I gotta stop doing these. LOL. And yet...somehow I can't seem to do so. If you guys ever get tired of these, let me know. I have MANY ideas involving other pairings, but this one I'm particularly stuck on. But stay tuned. With a devoted fanbase, I tend to be much more motivated to do these a lot. :) Now granted, this was a series of ideas that I originally had for my fic NEVER WILL BE, but didn't work out for the intended plot. So this one will be an AU fic that will work around an alternate version of the whole events of Animated involving Shockwave. So. Yup. There you have it. I promise there won't me too much sadness this time. :)

_"A single lie destroys a whole reputation for integrity."_

-Baltasar Gracian

_"A lie does not consist in the indirect position of words, but in the desire and intention, by false speaking, to deceive and injure your neighbour."_

-Jonathan Swift

**By: VampireQueenAkasha**

_"...all that unpleasant morality."_

-Shockwave, Transformers Animated

**Darkening the Way**

_Cybertron_

Red Alert awoke the following morning more refreshed and relieved than she had ever been in her life. She glanced up from her berth and checked her internal clock before smiling and laughing softly, rolling around for a few moments to savor the wonderful feelings. When she realized how late it was getting, she decided to get out of her berth and hurry to work. Fortunately, it wasn't so busy today and when she arrived, Chromia and Moonracer were there in the lobby to greet her.

"Hey! You look good today!" Chromia greeted, with a laugh. Then, she paused and smirked, looking at Moonracer. "Hey, she looks a little bit different. Don't you think so, Moony?"

Moonracer smiled and nodded, getting in on the game. "I agree, Chromia," she said, "What has our little Red been up to?"

Red Alert laughed with embarrassment and attempted to make way for her office. Of course, the two followed behind her and despite the nuisance, she wasn't in any particularly negative mood to really rebuke them. "Come on, ladies. Let's not behave extra childishly today..."

As she gathered her memos for the day, Chromia and Moonracer pressed her to talk.

"Primus, she did it," Chromia said, knowingly.

Moonracer grinned broadly. "No way. Did you?"

Red Alert chuckled and began to organize her desk. "I'm not telling. Unlike you ever bold ladies, I do not parade my sexual escapades around on my wrist and boast about them every chance I get." she told them.

That made it even more humorous because the two squealed with delight.

"I knew it! She did it!" Moonracer cried.

Chromia leaned forward. "It was Long Arm, right?"

"How is he in the berth? Is he the tender type or is he one of those who unleashes a wild side?" Moonracer asked, grinning devilishly and waving her fingers like a creeper about to grab an unsuspecting victim.

"I'm not telling a thing," Red Alert said, smiling as she took a spot in her seat.

The two groaned with disappointment and sagged their shoulders.

"No fair," Chromia protested, "I told you about the time I went to Kaon and-"

Red Alert gave a cry and slapped both of her hands down onto her desk. "PLEASE don't talk about that!" she insisted, her features suddenly horrified and tormented, "You SWORE you would never talk about that again!"

Meanwhile, Long Arm stood rigidly at the space bridge Nexus as it began to shut down. He quickly contacted Ultra Magnus and it didn't take long for the bot to reach him. Long Arm attempted calm as he addressed his "leader".

"Sir, why has power been shut down in the Nexus?" Long Arm asked.

_"It is a safety precaution to avoid any Decepticons from passing through," _Ultra Magnus told him, _"We cannot allow any one of them to transwarp to Cybertron."_

Long Arm sighed, but smiled calmly. "Yes. Of course."

He ended the conversation, drawing his fingers down the edge of the console with a "Shockwave" snarl of frustration. Then, just as he made out the sound of yelling, Long Arm looked up at a streak of blue that immediately landed at his feet. His optics widened in surprise at the familiar face of Blurr standing there, struggling to catch his intakes of breath.

"Agent Blurr!" Long Arm exclaimed, "What are you doing back on Cybertron?"

Blurr took a long moment to catch his breath before looking up at him and saluting, speaking extremely fast. "While stationed on Earth, I intercepted a transmission between Megatron and his double agent on Cybertron who I can now positively identify as the Decepticon Shockwave," As he continued rambling at high speed, Long Arm's optics slowly widened in horror, "FURTHER analysis, review that Shockwave's voice did not match up with that of the suspected traitor Wasp, HOWEVER, a detailed cross reference of the Cybertron Intel database should determine the identity of the real traitor!"

Long Arm glanced around, making certain that no one was near. "Have you shared this information with anyone else?" he asked.

Blurr shook his head. "I have not! To prepare your orders!"

Long Arm smirked wickedly, the red spot on his forehead shining with the slit of his true optic. "Good..." he hissed, in his real voice.

He immediately raised a fist and attempted to punch Blurr, but the blue speedster quickly rushed out of the way, stunned by the attack. He stared at his superior in disbelief. "Do you normally make it a habit to attack your own 'bots, sir?" he exclaimed, quickly dodging Long Arm as he transformed into a tank instead of a crane, " I mean, it seems a little extreme, perhaps even Decepticon-like behavior if you don't mind my saying so. In fact, if I didn't know better, I would first comprehend at this point that you're trying to eliminate me for some unknown reason!"

Blurr quickly rushed off through the tunnel system behind him and Shockwave immediately transformed. He watched the younger bot race away with a dull, humorless chuckle. Blurr was foolish to believe his escape mattered.

"I know I can't catch you. But I can trap you." he said, calmly.

He walked toward the console and immediately pressed several buttons, trapping Blurr inside a single tunnel. Watching the small speck on the monitor was amusing as he knew Blurr was desperately trying to get free while the walls closed in on him. Just to observe the bot's dying cries and make sure that he was finished, Shockwave switched on the security feed. He watched as Blurr screamed for help and frantically dug at the closing walls. It was useless as his screams were abruptly silenced by the crushing steel.

Shockwave immediately fitted himself back to Long Arm and walked into the tunnel after opening them again. He found what remained of Blurr lying in a neatly folded cube of blue, crushed metal. He bent down and picked it up, shaking his head with mock pity.

"You should have gone elsewhere, fool," he said, in his real voice.

O

_"We have a problem, my Liege."_

_"Shockwave...What is it?"_

_"Ultra Magnus has shut down all power to the space bridge Nexus. I think he's beginning to suspect something."_

_"If it comes to that, do what needs to be done."_

_"Yes, Great One."_

The next meeting at the Autobot High Council hall proved to end little in Long Arm's favor. Ultra Magnus had informed the council that they knew of a traitor on Cybertron and that he would be located at any costs. A deep fear stabbed into Shockwave. Ultra Magnus knew something.

"Also, try to contact Optimus Prime's team on Earth," Ultra Magnus said, interrupting the mech's thoughts, "It's been deca-cycles since we've heard from them."

Long Arm stood up and slapped his hands down on his podium. "All communications with Optimus Prime's crew should be filtered through me first! No exceptions!" The Autobots in the council hall stared at him. Long Arm realized his error and smiled sheepishly at them. "For...security's sake, of course. And for the sake of all Cybertron."

Ultra Magnus knotted his brow suspiciously. "Yes...of course."

"We cannot be sure what Wasp will do next," Long Arm insisted, "He must be captured at all costs!"

Alpha Trion looked at him now. "Recent events have come to light," he argued calmly, "More and more, we are beginning to understand that Wasp couldn't have concocted these elaborate schemes on his own."

"But-"

"Long Arm Prime, it is your job to seek out the REAL traitor," Ultra Magnus interrupted, giving him a stern glare, "We cannot put blame on a young bot simply on the evidence of word and name. It's time you uncover the truth."

Long Arm's unease disappeared and he nodded, resolute. "Yes. I will..."

After the meeting, Long Arm waited until he watched Ultra Magnus disappear into another room. Alone. He walked into the room and Ultra Magnus was focused on a computer console when he noticed Long Arm enter. He frowned thoughtfully before looking back up at his screen, not taking notice to Long Arm locking the door behind him.

"Long Arm. You have work to do," Ultra Magnus told him.

Long Arm sighed. "Yes. But I thought that I should speak with you."

"Oh?" Ultra Magnus said, not looking up from his console.

"Did Wasp mention anything when he visited Earth?" Long Arm asked.

"No."

"Jazz and Sentinel Prime will no doubt bring him here," Long Arm said, smiling with menace hidden carefully behind it, "Did they happen to ask what would be done with him when they arrived at Earth today?"

Ultra Magnus paused in what he was doing. He slowly lifted his head and looked back at him calmly. "I don't think I said anything about them arriving on Earth today."

The two stood there in silence. It was tense and it seemed that neither one of them would make the first move. Ultra Magnus turned, facing him completely and clutching his hammer tighter. Long Arm just chuckled darkly.

"Quite marvelous, isn't it?" he said, "It took quite a bit of effort to keep myself in the dark. But I guess you began to suspect, didn't you? Did you think that miserable fool Wasp would have been sent to Trypticon Prison without my hand in it?" He watched Ultra Magnus' features cloud with anger and shock. "Yes. I set him up. I had to. That irritant Bumblebee was getting too close to the truth. How else could I keep him off my back?"

Ultra Magnus scowled. "It was you from the very beginning." He put himself into a fighting stance. "You were the one who killed Highbrow. You were the one who manipulated the space bridge Nexus. I knew there was something wrong about you."

Long Arm laughed coldly. "You're a bright spark, aren't you?" he sneered, "It's a shame that I will have to diminish that spark today."

"Is that supposed to frighten me?" Ultra Magnus asked, scowling.

"No. This is!" Long Arm spat.

He quickly transformed into his tank mode and took a shot directly at Ultra Magnus' chest. The mech went flying into several consoles, cracking them and sending sparks shooting through the air. He collapsed to the floor with a dull groan and focused his bleary optics on Shockwave now advancing toward him. Ultra Magnus attempted to reach his hammer, but the Decepticon kicked it aside with a cruel hiss.

"No. No more toys, old bot," he sneered.

Ultra Magnus groaned in pain when Shockwave pressed a foot into his chest wound. "Traitor...scum..." he spat.

"Oh? You're judging me now, Autobot?" Shockwave asked, tilting his head with fascination, "How predictable. You so-called 'high authority' judge others in a way that makes you feel naturally superior. I don't know who is more pathetic; you or them." Ultra Magnus attempted to grab uselessly at Shockwave's leg, but the Decepticon pressed his foot against Ultra Magnus' arm. "No. I think not. How about I give you something to show my appreciation?"

He bent down and took the hammer into his claws, savoring the feel. "Hmm, yes; the symbol of a Magnus. I think I will enjoy destroying you with it."

Ultra Magnus attempted to shout for help, but Shockwave pressed his foot against his face now. "A Magnus calling for help?" he sneered, "How truly pathetic. You're weak, just like the rest of your people."

He raised the hammer over his head and Ultra Magnus' optics widened in horror.

O

Brawn and Hot Shot stood outside the Iacon infirmary waiting for Rodimus to exit.

"I wish he'd hurry it up in there," Brawn muttered. "We have to get back to the space bridge. I have about as much patience for his fawning as I do for Decepticon skid-plate. And I don't have much patience to begin with!"

Hot Shot rolled his optics and moved his hand like a chatting mouth. "Relax, short stack," he said, "Rodimus can nut around for a while and then we can get back to business."

"In your case, be lazy?" Brawn guessed.

"Exactly." Hot Shot said.

Just then, Ironhide ran up to them, panting desperately. "Where's Rodimus?" he demanded, his optics wide in horror.

"Inside talking to Red Alert," Hot Shot said, frowning with concern now. "Why? What's wrong?"

"There's been an attack on Ultra Magnus," Ironhide panted, rushing into the infirmary, "He's fragged up bad!"

Brawn and Hot Shot looked stunned at this. It took a while before Ultra Magnus' broken, mangled body was taken to the infirmary. Hook, Red Alert and First Aid immediately went to work attaching him to spark support systems. So far, no one had said anything about what had happened and keeping their leader alive was too important. Ultra Magnus' spark was weak from Shockwave's attack and the left side of his body completely destroyed.

"Ultra Magnus?" Red Alert said, leaning over him on the table, "Can you hear me?"

The old mech gave a soft, barely audible groan and mumbled something that she couldn't hear. She frowned worriedly and leaned her audio receptor closer to his tattered lips to hear what he was trying to tell her. The others watched silently.

"What?" Red Alert asked.

Ultra Magnus lifted his head as much as he could and whispered. "L-Long Arm..." he breathed. "Long Arm isn't..."

Red Alert's optics widened in horror and she staggered back, as if she had been punched in the chest. The others quickly worked on keeping Ultra Magnus alive and she stepped out of the operating room, holding her chest. Rodimus and the others were standing in the hall, waiting for the status of their leader when they saw her backing against the wall. Rodimus looked worried and immediately moved to her side.

"Red Alert?" he said, "What is it? Is Ultra Magnus going to be okay?"

Red Alert's words emerged in a heavy storm. "Oh Primus..." she gasped. "The whole time..."

Hot Shot looked worried now. "Hey. What's wrong?" he asked.

Red Alert immediately jerked from Rodimus as if she had been burned. "Don't talk to me! Don't touch me!" she cried, her voice stricken with pain and anger. Then, she blinked and looked serious, frantic. "I have to go. I have to leave! I have to leave now!"

"Wait, leave?" Rodimus exclaimed. "Red Alert, what's going on?"

She didn't give him a chance to pursue her because she was already gone.

O

_Did it all fade? Did it fade while I was in the grip of happiness?_

Shockwave couldn't forget the things he said to Red Alert. The lies he gave her. The love that she foolishly believed was real... He couldn't come to terms as to why he still felt something for her, but he knew that she learned of his treachery. He knew that she would no doubt hate him, despise him and maybe even desire his death for what he had done. Shockwave knew there would be casualties of every kind, but never did he anticipate the dull sting that came with this one.

As he ventured through the shadowy streets seeking a place to hide, he spotted the familiar shape of Red Alert's alt mode racing by. She transformed and that was when he immediately hurried into the sewers to avoid having her see him.

Red Alert spotted the movement just as he disappeared and her optics narrowed. Her features became a rictus of despair and anger before she gave chase. She climbed into the darkened sewer and switched on her headlights to be able to see.

"Long Arm!" she shouted; it echoed richly down the tunnels, "_I TRUSTED YOU_!"

She received no response, so ran down the tunnels like a thing possessed, frantic to find the mech who had betrayed everything they had shared together. She was determined to understand his reason and logic for what he had done.

As she stopped at a corner, attempting to figure out where to go next, a hand clamped down over her mouth and she uttered a muffled shriek, thrashing in the grip of her would-be assailant. Familiar lips brought themselves close to her audio.

"No. Red Alert, please, please don't scream," Long Arm whispered, "Don't scream. l'm not going to hurt you."

Red Alert shook in his grip before he slowly and reluctantly released her. She backed away from him. Long Arm smiled sadly at her. Red Alert looked to try and speak, but she could only shake her head with despair.

"You used me," she whispered, voice rigid.

"I had no choice..." Long Arm said, with regret.

"You used me!" Red Alert cried angrily; her voice dropped again and the pain was there in her optics, "Why? Is that all I was to you, Long Arm-if that is even who you are! Is that all I was? Just a free interface port?"

Long Arm sighed and slouched his shoulders. "I know you may never forgive me," he said quietly, "I don't expect it. In fact, I would not blame you if you wanted me dead." His voice hardened now and so did his optics. "You don't understand how hard it was for me these passed several cycles." Long Arm began to move toward her. He moved as if he were attempting to calm a startled animal. "No Autobot has ever caused my mind such...conflict."

Red Alert glowered at him and slapped him across the face. Long Arm jerked slightly from the slap before looking back at her with a sad smile. "You can't hurt me any more than they could, Red Alert," he told her. She angrily slapped him again and once more, he just calmly took it, looking at her like a wounded child. "No matter how many times you feel the need to hit me, the truth will always remain the same."

Red Alert recoiled when he attempted to touch her, as if she had been burned. "You're SICK!" she shouted, her voice still filled with torment, "You're EVIL!" She stared at him with confusion and tried to make sense of it all. "Who...Who are you?"

Long Arm sighed and shook his head. "I wish it were so easy to tell you."

Red Alert immediately removed a small laser pistol from her side compartment and aimed it at him. "Tell me who you really are!"

Long Arm looked piteous now. "Are you going to shoot me?" he asked, "Is it really so easy for you?"

He could see that she was bleeding resolve; she couldn't shoot him. Nothing in the universe could bring her to do it. He knew the person she really was and that person would never shoot an unarmed bot regardless of who he was.

"Tell me..." Red Alert demanded, a tremble in her words, "Tell me who you really are."

Long Arm waited for a long time before shutting his optics. "Very well..."

_I don't easily suffer from emotions...but at least I had that short time to have you..._

Red Alert watched in mute confusion as Long Arm transformed and took the true form of Shockwave. He stared at her, awaiting some kind of response as she studied him; her features were clouded with anguish, shock and despair. She shook her head and lowered the weapon slightly, taking a few steps back to try and see if she was seeing the right thing. When she spoke, it burst out of her in an explosion of wind.

"_Shockwave_?" she exclaimed.

"Yes..."

"It was you the whole time?"

"It was."

Red Alert shook her head, trying to deny it. "No. No, you-Oh Primus..." she gasped.

Shockwave watched her silently for a moment before speaking. "Try to understand, Red Alert," he said, quietly, "I am only a monster if you choose to see me as one." He took a deep intake of breath. "I came under the command of Lord Megatron. I was ordered to do everything necessary to maintain anonymity."

"So I was just a part of your twisted game?" Red Alert spat. She was angry, but he could see her pain as well. It was visible all over her face.

"At first, yes," Shockwave admitted, "I came here with one goal: to bring the Decepticons to Cybertron...and then I saw you." His voice dropped a register lower and he took a careful step closer. "I couldn't take my optics off you. How you laughed, how your optics lit up whenever you talked about your job. And how you looked at me...like I was your God. How you touched me with such need and devotion."

Red Alert was on the verge of tears. "What are you talking about?" she moaned. "It was a lie! All of it!"

"I said I found you beautiful. That was no lie."

"Stop it!" Red Alert's voice broke into small sobs now. She leaned against the walls of the tunnel, almost on her knees.

"I will not beg you, Red Alert," Shockwave said, his voice rigid now.

"Why? Why are you telling me this?" Red Alert demanded, staring up at him, "Are you just trying to hurt me even more? It's not enough that you betrayed all of us, but you have to twist the knife in deeper?"

"No."

"Then why?"

Shockwave was silent for a long time and she wondered if he even heard her. When he spoke, his voice was soft, barely audible. "I have learned to harbor feelings of affection for you," he admitted, "It is foolish of me, I know. But you are not like the rest."

Red Alert's horror and pain melted away into shock. Her optics widened and she stared at him, totally floored. Shockwave watched her register this new knowledge and her silence was more unexpected than he thought. He didn't expect her to accept him. He even expected her to scorn him, but he never expected any of it to actually hurt. When she looked up at him, her optics were brimming with tears and burning with despair.

"I don't believe you." she said, coldly.

Shockwave shook his head, watching as she turned. "You don't want to believe me."

"Just leave me alone!" Red Alert shrieked, with anguish, "Go away!"

Shockwave watched as she dropped to her knees and began to cry bitterly. He did not offer comfort, but instead felt a swell of anger. It was at himself. He was foolish to believe that he could have an Autobot accept him. Foolish to confess a mortal sin and have it thrown back into his face as if it were nothing. He was foolish to think that anything could ever be the same when she knew of his true identity. But at the same time, she didn't try to shoot him, call for backup or run. She just sat there, crying.

"I can see this was a mistake..." he said, lowly, "I'll take my leave."

A collection of voices in Red Alert's head warned her to stop this and try to make amends.

_"Don't let him go. He has confessed to something forbidden and you threw it away."_

_"Hah. He's a liar as always."_

_"No. You saw him. You saw what he gave you. He didn't have to do any of that."_

_"He's a traitor."_

_"But he came to you. He told you everything and showed you the truth. Was that so selfish of him?"_

Red Alert turned and started to say something, but Shockwave was gone.


	8. The Bitter Moon

**Masquerade**

**Disclaimer**: Oh Gawd, I gotta stop doing these. LOL. And yet...somehow I can't seem to do so. If you guys ever get tired of these, let me know. I have MANY ideas involving other pairings, but this one I'm particularly stuck on. But stay tuned. With a devoted fanbase, I tend to be much more motivated to do these a lot. :) Now granted, this was a series of ideas that I originally had for my fic NEVER WILL BE, but didn't work out for the intended plot. So this one will be an AU fic that will work around an alternate version of the whole events of Animated involving Shockwave. So. Yup. There you have it. I promise there won't me too much sadness this time. :)

_"A single lie destroys a whole reputation for integrity."_

-Baltasar Gracian

_"A lie does not consist in the indirect position of words, but in the desire and intention, by false speaking, to deceive and injure your neighbour."_

-Jonathan Swift

**By: VampireQueenAkasha**

_"...all that unpleasant morality."_

-Shockwave, Transformers Animated

**The Bitter Moon**

_Cybertron_

In the cycles that followed, Red Alert rarely spoke to anyone. She reported to work as usual, returned home as usual and did nothing else. Moonracer and Chromia attempted to talk to her and even her parents put forth the effort, but she would not be consoled and rebuked their attempts. After all, she wasn't the only one who had been betrayed by Long Arm-Shockwave. Everyone who had trusted him did.

When she reported to work that morning, Hook was surprised to see her. Though she couldn't imagine why.

"Hey," he said, "You're early today."

Red Alert nodded and her words came out slightly numb. "I thought it would be best to catch up on my reports. I also have the leg replacement surgery due today."

Hook shook his head and looked somewhat uncomfortable. "Uh, I just got a memo that it was canceled."

Red Alert looked surprised. "What? Who canceled it?"

"Rodimus."

Red Alert looked surprised for a moment longer before her optics narrowed and her lips pursed tightly. "He doesn't have that authority," she snapped, "Why are you even telling me this? Why couldn't he tell me?"

Hook gestured over her shoulder with an awkward smile. "Ask him now."

Red Alert turned and frowned as Rodimus stepped into the lobby and smiled at her. He looked a bit embarrassed now, seeing that she already figured out his actions. "Red Alert, listen to me," he told her, "You're not well."

"I'm fine," she snapped.

Rodimus' smile disappeared. "You're not."

Red Alert's look intensified into an angry glare. "This is unprofessional, Rodimus Prime," she said, her voice dripping with bitterness; she looked around at the group of patients and staff who occasionally glanced back at the conversation between the medic and the Prime. They seemed to attempt to avoid being seen doing so. "No, it is _very_ unprofessional, and it embarrasses me in front of my staff and patients."

Rodimus looked piteous now. He took a step closer and put his hand on her shoulder. "It wasn't your fault."

"I know."

Rodimus' features filled with pent-up anger after he was silent for a moment. "He hurt you." he said.

Red Alert sighed and hung her head.

"I will find him and make him pay for this," Rodimus promised, "And I will see you happy again. But now-"

Red Alert glared up at him with pain. "So what do you want me to do?" she snapped, "You want me to pretend everything's all right? Put on a happy face? Smile?" She smiled sarcastically to emphasize her point. "For spark's sake, Rodimus. I'm not some desperate femme waiting to be saved or protected. Someone on the council board watched me this morning like I was some kind of infection case. Primus, I wish everyone would stop acting like I'm so special and focus on the REAL issue."

He looked pained now and removed his hand from her shoulder. "I don't know what to say to make it better, Red Alert," he told her, "But give me a chance. Tell me what you want and I can make it happen for you."

"What I want, Rodimus?" Red Alert repeated, smiling bitterly; for a split second, it looked like she was going to cry, but it disappeared, "What I _want _is to be left alone. Please, just leave me alone."

And with that, she left the Iacon infirmary and Rodimus watched her go with sadness in his optics.

Red Alert rode home in silence and stepped into her housing quarters. She walked through her apartment, distracted and attempting to find a way to clear her mind before stopping in front of her berth. Red Alert stared at it and then to her reflection in a mirror. She just stood there and let the memories wash through her for a long time. Finally, with a terrible, anguished cry she grabbed an ornament on her berthside and threw it across the room. It shattered once it hit the wall.

Red Alert went into a frenzy as she tore at everything in her apartment; her desk, her ornaments, everything. She literally attacked the room and threw everything that she could get her hands on before collapsing in the berth with a sob of despair.

Then, there was a knock at her door and she stopped crying long enough to look up. "Who is it?" she called, attempting to calm her voice.

"Hey. It's us," Chromia's voice said from behind the door, "Can we come in?"

Red Alert blinked and wiped her optics before sitting up in her berth. "Yeah. Come in. It's open."

Chromia and Moonracer stepped into her apartment and their optics widened at the mess around them.

"Primus, Red," Moonracer remarked, "What the frag did you do in here?"

Red Alert gave her a mildly unfriendly look that she couldn't really help. "If you're here to note my apartment and its condition, then you can simply find your way out the door," she snapped, "I'm not in the mood for any games today."

Moonracer nodded her head, the smile disappearing. "I get you," she said, "You're upset. But sitting here in your apartment won't change anything."

Red Alert scowled at her. "I'm getting a little fed up with everyone trying to tell me what they feel is best for me."

"If you're hearing it alot, there has to be a reason."

"There isn't any reason! I just want to be left alone!"

"Tough slag! I'm your friend and I'm not going to see you wallow away because of one mech!"

Red Alert jumped up and got in her face. "Stop acting like you know everything, Moonracer!" she shouted, "Because I have a bit of news for you, you don't! You don't know what it's like to be loved one minute and have it turn out the mech you though gave a frag about you is a Decepticon!"

Moonracer looked at her calmly, her brow knotting. Her optics were a storm of emotion that she kept in check. She watched her and sighed, throwing her arms in the air. "Anything _else _you want to get off your chestplates?" she asked, quietly.

"I have feelings! I gave my spark to someone; more than I have ever given anyone! You are the LAST person to be giving me relationship advice!"

Chromia immediately moved to part them before a fight could break out.

"Guys, stop it!" she insisted, "You two are friends!"

Red Alert was rigid with raw emotion and thrust a finger at Moonracer. "She's not my friend! She's a fragging hypocrite!"

Moonracer frowned intensely now. "Red Alert, let me tell you something," she began sternly, "I didn't mention this to you because I knew how he'd feel about it. At the time, Long Arm-whoever-came to ME for advice on how to make you happy."

Red Alert's anger drained and she looked surprised. "What?" she said, so soft it was barely audible.

"Yeah. The poor guy came to my apartment a few days ago," Moonracer continued, putting her hands on her hips and glaring at her friend, "He was more confused than I've ever seen anyone. He asked me how to make you happy, how to please you. Primus, I didn't think anything of it at the time, but he asked how he could spill a bad secret to you. So Decepticon or not, he didn't have to do what he did. If he had no intention of having anything to do with you, he did NOT have to come to me for help."

Red Alert glanced at Chromia and the other femme watched her warily, still keeping a hand against her chest to avoid having them break out in a fight. The medic backed up a bit, her features a mask of conflict and emotion.

"But...but that makes no sense!" she gasped, "He's a Decepticon."

Moonracer's anger diminished and she too looked confused as well. "I know. But whatever the case may be, he's obviously not lying about having something for you." She paused and walked over to Red Alert, putting an arm around her. "Hey, listen..." Her voice was gentle now. "I know what it's like to feel used, trust me. But I don't want to see you soak yourself in pain. You're my best friend."

Red Alert looked at her miserably. "I'm sorry, Moonracer. I was out of line."

Moonracer smiled gently. "No. Don't feel too bad, girl," she assured her, "I guess I can be a pain sometimes. But I'm only hounding you because I worry. Okay?"

"Okay."

O

Team Athenia as well as various other trainees practiced their training later that day. They were taking shots at targets across from a field and even Red Alert was practicing upon the request of Rodimus; Kup had suggested that she take her emotions out on some training and Rodimus thought it was probably a good idea. Red Alert argued the idea, but if it would get them to stop hounding her about everything, she would participate.

While she was taking shots at the targets, she could barely make out bits of conversation between two mechs who were also engaging in target practice.

"Heh. She ended up interfacing a 'con," one of them whispered.

"Poor thing," the other said, sounding genuinely piteous.

Red Alert's optics flickered with an angry fire and she quickly proceeded to wail away at her target with her laser pistol without a semblance of mercy. After she destroyed her target, she immediately went to work shooting down the two mech's targets as well. And then everyone else's down the line. Rodimus caught this and his optics widened in disbelief before he rushed over at her side and gave her shoulder a shake.

"Red Alert...Red Alert... RED ALERT!" he yelled.

Finally, she stopped and glared up at him. "What?" she snapped, dropping her pistol and storming away.

Rodimus frowned and looked at the two mechs standing there. They immediately went back to taking shots at their targets and whistled innocently.

Later on, Red Alert traveled to the Iacon infirmary to check on Ultra Magnus. She was surprised to see that he was awake and looking around. Every single twitch and move seemed to cause him pain when he looked at her.

"Ultra Magnus, sir," she said, taking a spot beside him, "You shouldn't be moving."

Ultra Magnus sighed and stared upwards. "I suppose this is punishment..."

"Punishment?" Red Alert looked surprised.

"Yes..." Ultra Magnus' optics shimmered with a warmth she had never seen before; she couldn't tell if it was because of the pain of his wounds or something else, "I deserve my fate for what I did so long ago."

Jhiaxus' words echoed back in her mind and she cleared her vocal apparatus before looking at her leader grimly. "What did you do, sir?" she asked.

Ultra Magnus grimaced and sucked in a sharp breath of pain. He looked at her and gestured to a table. "There is a keycard to my office," he said, "I want you to take it and go inside. You will find a recorded video feed disk in my desk."

Red Alert looked hopelessly confused. "Sir, I don't understand-"

"I have to show someone..." he gasped, looking at her with anguish in his optics now, "I feel death approaching. I must show someone. Please."

Red Alert had never seen him look so open before. It was unsettling and she reluctantly walked across the room to take the keycard on one of the tables. She stared down at it for a moment before looking up at him with pain.

"Sir..." she began.

Ultra Magnus sighed and leaned his head back. "Please..." he said, with intense regret, "Don't think so badly of me when you see it. You have no idea what it was like then. I had no choice but to do what I did. But that doesn't change the fact that it was still a mortal sin. I only ask for forgiveness..."

Red Alert nodded her head dumbly before exiting the room. She walked tensely down the halls and exited the infirmary before transforming and riding off for the Metroplex. Making sure that no one could see where she was going, she carefully made her way through the halls and toward Ultra Magnus' office. Once she was inside, she carefully started searching through his desk for the disk in question and found an aged one pushed far in the back.

Frowning, Red Alert picked it up and took a spot behind his desk before fitting it into the computer console. Then, she leaned back to watch.

O

The disk opened up revealing data information of Jhiaxus. Only a little was of particular interest to her because it told her little details and answered questions that she had for the former warlord that she couldn't ask before.

_Affiliation-Decepticon_

_Alternate Forms-Triplechanger_

_Function-Decepticon General and Conquest Lord. _

Red Alert furrowed her brow with interest. Jhiaxus' image that popped up beside the data looked nothing like what she had seen at his ship; his features were cold, proud and dangerous. Even in that image, he looked arrogant and proud. It was hard to imagine that he had once been that mech from the past. It was so difficult to envision what losing a bondmate could do to someone like him. It had changed him entirely.

The video crackled and opened up to Ultra Magnus standing before a crowd of bots. He looked different, much younger and was holding a femme at gunpoint. He was possibly not a Magnus then, but it was the only way to identify him easily.

Red Alert's jaw plates dropped at the sight of the femme. She was gorgeous! She was mostly blue save for having a white face and several red stripes; her optics were bright blue and her lips twisted in a terrified grimace. Her crest was curved and pointed in the center and her heels were long. She also had two tires on her shoulders.

_"Jhiaxus is coming!" _a bot shouted off-screen.

Red Alert's optics widened when Jhiaxus appeared on the screen, gripping two long, sharp swords in his hands. _"Let her go!" _he bellowed.

_"No! Kill that traitorous glitch!" _another bot sneered.

Red Alert could see that Ultra Magnus was bleeding resolve as he held what she knew now was Eros at gunpoint. Two other bots that she didn't recognize watched the scene with smug satisfaction; she didn't know who they were, but was glad for that.

_"We have done no harm to you!" _Jhiaxus shouted, his optics wide in desperation, _"She is your daughter!"_

Eros whimpered with fright. _"Dear Primus..." _she begged, _"Have mercy."_

Jhiaxus took a step forward. _"I shall let no harm come to dearest Eros," _he spat, _"Let her go, or you shall rot in the deepest part of the Void!"_

Ultra Magnus glowered across the group at the Decepticon warlord. _"You have taken my only daughter and defiled her with your filth!" _he snapped, though his optics revealed nothing but torment, _"My enemy...My own enemy would dare lay a hand on my child!"_

Jhiaxus could see that there was no reasoning with violence, so he dropped to his knees and placed his swords in front of him in surrender. _"If it is me you want, so be it," _he said, gravely, _"I will not fight you. I will not kill another soul if it means sparing her life." _Red Alert's optics widened at the sight of the despair in Jhiaxus' optics as he prostrated himself before his enemy. _"Please, don't do this. She is my life and my love always. I would gladly give mine if it means saving her."_

_"No!" _Eros cried, glaring up at the other two bots, _"Stop it! Haven't you fragged him up enough?"_

_"Shut up!" _one of them snarled, giving her a fierce slap across the face.

Jhiaxus uttered a feral snarl and lunged forward, but Ultra Magnus quickly pointed his gun at Eros and froze the Decepticon where he stood. Jhiaxus held out two hands and looked like a mech who was pleading for the only thing he had left in the universe; his life.

_"The way we see it is this, scum," _the bot who had slapped Eros sneered, _"You have nothing. You think you can just walk around waving your power card around like you own everything? You can't. I'm afraid it doesn't work that way. You're going down one way or another." _He looked at Ultra Magnus who looked resolute to what had to be done; clearly he wasn't left with any choice as far as she could see. _"Either you kill her, or we do it my way." _

Eros looked up as Ultra Magnus slowly lifted her onto her knees and placed the end of his weapon at the back of her head. She smiled calmly at her lover, her mouth stained with Energon. There was a strange peace in her gaze now.

_"Jhiaxus...this is not your fault..." _she whispered.

And then, Ultra Magnus fired.

Red Alert uttered a gasp of horror and her hand went to her mouth. She watched the body of Eros crumble to the ground and the crowd went insane, cheering and sneering at the Decepticon knelt down in the dirt.

Then, another sound filled the air; a horrible, savage scream of despair from Jhiaxus that sounded like a wounded animal. The noise would haunt her for the rest of her life; it was the most terrible sound she had ever heard. Then, before she could see any more, the video began to shake and violently tremble before it cut out. Red Alert sat there for Primus knew how long, just watching the blank screen with horror on her face.

O

Shockwave sat alone in the darkness of the abandoned lab, surrounded with empty containers of oil and Energon. He leaned back against the wall and let his mind wander; it had been a long time since Megatron had last contacted him and he was getting worried, but that wasn't where his mind went. An image of a laughing, smiling Red Alert filled his head. Many more followed of her talking to him, memories of the happiness he had shared with her.

Shockwave growled furiously and clutched the container he had emptied before tossing it to the floor. Something twitched at the side of the empty containers and he tilted his head curiously now. A retro-rat scurried from behind the containers, chattering softly. Shockwave watched the small creature for a moment as it scurried over his feet before he reached behind him and dropped one of the empty containers over it. He could make out the frightened, angry cries of the small Cybertronian wild animal and sighed cynically.

"Life isn't fair, is it?" he whispered, directed at no specific source.

Then, the computer at his side beeped and Shockwave looked up, catching sight of Megatron's face appear on the screen. _"Shockwave." _

Shockwave immediately turned, facing his leader. His voice came out lower and less-enthused than he wanted. "Yes, my Liege?"

_"Omega Supreme is in our clutches," _Megatron told them, _"However, without the access codes, he is merely a drifting target for the Elite Guard."_

Shockwave nodded. "The access codes may still be accessible, my Liege," he said, "I only need to get to them."

_"Oh, well lucky you!" _Starscream's voice sneered from off-screen, _"Meanwhile we're stuck up here waiting to be picked off by the Cybertronian defense cannons!"_

Megatron chuckled softly. _"No Autobot would ever be so foolish as to fire on their own weapon."_

Meanwhile, nearly every Autobot had seen the sight of Omega Supreme drifting silently over Cybertron. Rodimus, Hot Shot, Brawn and Ironhide observed the sight from their position below, optics wide in disbelief. It wasn't long before Red Alert, Chromia and Moonracer appeared. Red Alert looked frantic, missing sight of the Autobot weapon hovering above.

"Rodimus, I have to show you something!" Then, she noticed their horrified stares and turned, looking up. Her optics widened. "What in the-"

"No way!" Hot Shot exclaimed, shaking his head, "There's no way Megatron was able to get his nasty servos on Omega!"

"It was Shockwave," Rodimus snapped, his optics flaring with loathing, "He must have been giving Megatron help after his escape." He turned and looked at Red Alert. "You've chased after him before. You know where he is."

Red Alert's silence told him that his suggestion was true after all.

"You've got to help us, Red," Rodimus insisted, moving toward her, "You've got to help us find him. We both know he's still here." He watched her look away with pain and raised his voice, practically bellowing his words out. "But you know where he is! You know and you said nothing to any one of us!" He advanced and grabbed her shoulders, shaking her with desperation and sorrow in his optics; he lowering his voice again, nearly pleading. "Why? Why are you protecting him?"

Chromia immediately moved to pull him away. "Rodimus, easy!" she snapped.

Rodimus looked at her with frustration before he stared at Red Alert gravely. "What about Ultra Magnus? You saw what he did to him. _What's stopping him from doing the same thing to you_?" he hissed, that plea in his voice again, "Did you already forget that? He stole the Magnus hammer! What do you think he'll do with that? Huh?"

Red Alert was silent, wavering. She had no idea what to say to him; to ANY of them. She was a raging storm of emotion and confusion.

Fortunately, the sound of the Metroplex's weapons powering up turned their heads toward them. Their optics widened in horror when they realized what was going to happen; they were going to shoot at Omega Supreme.

"Oh slag, are they insane?" Brawn shouted.

The cannons took shots directly at the inert Omega Supreme and as if by some form of miracle, the enormous bot disappeared in a bright flash of light. The lasers passed harmlessly into space.

Rodimus' optics narrowed. "What in the name of Primus is going on?" he demanded.

Hot Shot scoffed. "You're asking us?"

Red Alert continued to watch the spot Omega Supreme used to occupy, her optics filled with despair. Her mind traveled down roads she didn't want it to.

_Why? _she thought, _Why won't it go away?_


	9. Reflections of Pain

**Masquerade**

**Disclaimer**: Oh Gawd, I gotta stop doing these. LOL. And yet...somehow I can't seem to do so. If you guys ever get tired of these, let me know. I have MANY ideas involving other pairings, but this one I'm particularly stuck on. But stay tuned. With a devoted fanbase, I tend to be much more motivated to do these a lot. :) Now granted, this was a series of ideas that I originally had for my fic NEVER WILL BE, but didn't work out for the intended plot. So this one will be an AU fic that will work around an alternate version of the whole events of Animated involving Shockwave. So. Yup. There you have it. I promise there won't me too much sadness this time. :)

_"A single lie destroys a whole reputation for integrity."_

-Baltasar Gracian

_"A lie does not consist in the indirect position of words, but in the desire and intention, by false speaking, to deceive and injure your neighbour."_

-Jonathan Swift

**By: VampireQueenAkasha**

_"...all that unpleasant morality."_

-Shockwave, Transformers Animated

**Reflections of Pain**

_Cybertron_

Jhiaxus watched impassively as his ship drifted toward Earth. It surprised him to see the drifting, blue marble after millions of years; he had been to Earth during the time of its Prehistoric Era and he had never ventured to it until now. Not since he had heard of Shockwave being sighted here with his leader, Megatron. Oh, Megatron...such a misguided leader he was. Jhiaxus had no reason to despise him, but he wasn't the leader he prided himself to be.

"My student is here?" he questioned, glancing at a mech behind a console.

"Yes, Lord Jhiaxus." the bot responded.

Jhiaxus furrowed his brow when they arrived near the surface of the moon. He could see the remnants of the Nemesis overhead as well as a fight between Shockwave, a green Autobot and a smaller yellow one. Frowning, he looked down at the watching bots.

"Set us low," he ordered, "And keep the ship properly cloaked until I give the order otherwise."

"Yes, sir."

Shockwave groaned as he laid there, his chest sparking from Bulkhead's wrecking ball strike. He looked up as the two Autobots towered over him and decided to try one last tactic to avoid his destruction; he changed back to Long Arm and gave them a pleading smile.

"Guys, it's me," he said, "You wouldn't hurt your old cadet mate, Long Arm...would you?"

Bumblebee chuckled and glanced sidelong at Bulkhead. "No, not at all," he said, in a very sly voice.

Before they advanced, the Shepherd appeared out of thin air above them and Jhiaxus dropped from it, landing on his feet. The two Autobots whirled in surprise and needless to say, so did Shockwave as he transformed back into his true form. Jhiaxus watched them calmly, straightening before he spoke.

"I have come to collect my former student," he told the two Autobots, "Allow me that opportunity and I shall leave quietly."

Bulkhead and Bumblebee glanced at each other, confused. "Have you seen this guy before, Bulk?" Bumblebee asked.

"No." Bulkhead replied, a glimmer of uncertainty in his optics.

Bumblebee looked at Jhiaxus. "Hey! If you're a 'con and this scrapheap's friend, then you're going down with him!"

Jhiaxus arched an optic ridge and tilted his head. "Really? And may I ask what crime I have committed?"

"You're a 'con! That's crime enough!" Bumblebee shouted, raising his stingers.

"Bumblebee, wait!" Bulkhead yelled.

Bumblebee didn't hear him as he unleashed electrical blasts from his stingers directly at Jhiaxus. Almost with lightning speed, Jhiaxus drew out his twin swords and spun them in circles, deflecting the shots so that they blasted the ground around him instead. When Bumblebee stopped to stare at the lack of damage on shock, Jhiaxus slowly lowered his swords and stared at him with an impassive, calm stare. He didn't even seem affected at all.

"If I have committed evil in any way, then tell me what I have done," he said, "But if not, then why would you attack an unarmed bot?"

Bumblebee took another shot with his stingers, but Jhiaxus parried the electric blast with his sword without so much as flinching. He growled in frustration and did it again; Jhiaxus parried that attack once more with a lazy flick of his sword hand.

"Uh, Bumblebee?" Bulkhead warned, "Something weird about this guy."

"I'll say!" Bumblebee growled, "He's barely moving and I can't hit him!"

"No. It's not that," Bulkhead said, "It's something else."

"I don't wish to harm either one of you," Jhiaxus told them, calmly fitting his swords behind his back, "Bots so young have quite a lot to live for. My only wish is to take Shockwave and leave. You will not face any quarrel afterwards."

Bulkhead frowned. "Sorry, but he's got to pay for what he's done. If you want him, then you'll have to go through us."

Jhiaxus sighed, as if the concept was already tiring before it began. "Very well."

Bulkhead charged this time with a yell, swinging his wrecking ball. Jhiaxus moved with startling speed and grabbed Bulkhead's arm before flinging him to the side as if he weighed nothing. Bulkhead tumbled across the moon's surface like a rubber ball before finally stopping and going still. Bumblebee charged with an equally loud battle cry and Jhiaxus swung his hand swiftly, backhanding the smaller bot across the moon as if he were a mere insect that needed swatted.

"You are stepping toward a precipice, young ones," he said, "Step back."

He approached Shockwave and took the Decepticon's hand, helping him stand. Shockwave stared at his former teacher, stunned that he was standing here. Alive. Jhiaxus just smiled at him and gestured to his ship.

"Come," he told him, "We have much to discuss."

O

Shockwave was immediately tended to by Jhiaxus' medics once he was on board the Shepherd. Jhiaxus was taking a moment to observe the scene from a distance while at the same time, gathering a container of fine Energon from a cooling chamber.

"It's good to finally see you again after all these cycles, my boy," Jhiaxus said, offering the drink to Shockwave; he smiled with his next words, though they carried a mild hint of bitterness, "Fate can be both cruel and thoughtful."

Shockwave took the offering and stared down at it before looking up at his old mentor.

"Jhiaxus, why have you come for me?" he asked, "After all this time?"

Jhiaxus' brow knotted, as if the question insulted him. But instead, he just chuckled quietly and gestured for the two medical bots to leave. Once they were gone, Jhiaxus turned his attention back to his former student.

"I have heard...disturbing things, Shockwave," he said, "It took quite a bit of travel to find you."

Shockwave's voice was low and he met his gaze. Those red optics looked heavy with age and various other emotions. "What did you hear?"

Jhiaxus sighed and straightened up before him. "I understand that Red Alert was attracted to a bot named Long Arm and how he shared the same to her," he said, intrigue and knowledge in his voice, "Though I cannot help but wonder...if that bot still does."

Shockwave glanced down, suddenly feeling vulnerable in a way that he didn't like. "Who told you that?"

"No one. You did just now."

Shockwave growled impatiently at that. Despite the intellect that he always prided himself on, Jhiaxus was always capable of reading others, knowing their feelings without so much as a second opinion. It was always what made him an efficient killer in the past. He had ways of knowing things that made it almost impossible; ways of hearing and seeing what should not have been known to anyone other than themselves.

"I will not allow myself to be subject to your intrusive questions, Jhiaxus," Shockwave snapped, "I must report back to Lord Megatron."

Jhiaxus was calm; in the past when he was a vile, cruel beast practically to every one he crossed paths with, he would often scorn Shockwave for any form of disrespect. But it was that behavior that Shockwave respected anyway; Jhiaxus took and commanded power from everyone. This time, there was no sign of that monster that he had once been. His optics were almost dead, but also heavy with that emotion only equivalent to a bot who had lost everything and had nothing left to lose.

"Of course," Jhiaxus assured him, "You are free to choose your own path."

He turned and Shockwave stood up this time. "Why, Jhiaxus?" he asked, his voice harder now, "You taught me that a bot is never at the mercy of his own emotions. He dominates them. And yet you are a victim of your own emotion all the same."

Jhiaxus paused at the doorway as he started to go. He hung his head for a moment before turning to look at him. "I am no victim, Shockwave," he said, softly, "Most mechs who lose their bond mates take their own lives. The pain becomes too much, too excruciating to bear. Eros would never have let me do that to myself. I continue on in her name. I gain strength from her even in death." He tilted his head with a sad smile. "It's unbearable sometimes, but I carry on knowing that she is happy. And that is all I desire."

"But how can that be?" Shockwave demanded.

"When you've lived as long as I have, you learn to appreciate the things you've often taken for granted," Jhiaxus replied, with a sombre chuckle, "It is no weakness. If anything, I consider my devotion to Eros my greatest strength. It has kept me alive and pushed me forward. It will do the same for you."

Shockwave followed him as he left the room. "As I left Cybertron, I was left with the only choice but to leave the Autobots with a message."

"Really?" Jhiaxus said, staring straight ahead, "And what would that be?"

"Ultra Magnus' destruction," Shockwave replied, "I proved to them that their petty leader was no greater than the rest."

Jhiaxus had stopped for a brief moment and his optics flickered slightly before he sighed and shook his head, resuming his pace. "I know I should not be satisfied, but Ultra Magnus had betrayed and spilled innocent Energon. It was his destiny to die one way or another as it is all our destinies. No veneer of vanity, creed or order will ever change that. Ultra Magnus may now feel the pain that he had wrought on Eros."

Shockwave was silent to this.

"Harbor no ill feelings for those who persecute you," Jhiaxus said, "Simply pity them for they don't live with happiness, love or peace. They only know barbaric savagery and it is that which will ultimately destroy them. True power is having the ability to kill...and choosing not to do so. Remember that, boy."

"My Lord, we're exiting the warp now," another bot said.

As soon as he said that, Jhiaxus' ship warped directly into enemy fire.

Below at a space bridge, Team Athenia and two Decepticon ships were locked in battle; Team Chaar led the assault with several new members to their unit. Jhiaxus immediately recognized Blot, Mindwipe, Sky-Bite among them.

"What are they doing?" Shockwave spat, "Lord Megatron had issued no such order for this!"

Jhiaxus sighed with pity. "They just never learn..."

Shockwave looked at him. "Let me go down to them," he said.

"No. You are in no condition to engage them," Jhiaxus told him, "I have a-"

A sharp scream pierced the air and the two looked down at the sight of battle, seeing Oil Slick towered over Red Alert. She had been hit in the back with what looked like another one of his famous chemical explosives and was lying in the dust, not moving. Hot Shot moved to interfere and was hit in the arm with a yell of pain.

Jhiaxus' optics narrowed and he bared his fangs at the sight with a low hiss.

"I have to get them out of there," he growled.

Once again, the ship activated its EMP pulse, dousing the entire battle field. It had the same results as before; Decepticon and Autobot dropped unconscious from the wave of energy. Jhiaxus immediately moved to retrieve Hot Shot and Red Alert; the only two wounded from the fight and brought them onto his ship. Once he was on board, the sight of two more Decepticon ships began to move in their direction.

"We have to go," he told his crew, "Warp out, now!"

As soon as the Shepherd turned, the two Decepticon ships began to open fire. Fortunately, the shield around Jhiaxus' ship held strong moments before warping out of sight.

O

Hot Shot's yell of pain filled the entire ship.

"Ow!" he cried, glaring at a medical bot, "That hurts!"

The bot was all yellow and looked almost similar to Ironhide, and much older; he had one arm missing and scars all over his face and body. he gave Hot Shot an annoyed look as he attempted to fill the Autobot's damaged arm with a cleaning solution. It was to mend the burns his arm had suffered from Oil Slick's chemical bomb, but it hurt when it was applied and Hot Shot wouldn't stop moving in an attempt to get away.

"Will you sit still?" the yellow bot snapped, "Or I'll have to strap you down."

Hot Shot grunted angrily. "It hurts like slag, you one-armed maniac!"

Just then, Shockwave entered the room and looked at the yellow bot with a glimmer of dismay in that single optic. "Don't pay much mind to this one," he said, "He is merely an Autobot lap dog; with a predilection for being a nuisance."

Hot Shot scowled and raised his torch at him. "Shockwave! What are you doing here?"

"I was brought here by Jhiaxus."

Hot Shot made his voice lighter, mocking and batted his optics like a snobby femme. "Well so was I."

The yellow bot glared at him and grabbed his torch arm, forcing it to lower. "Jhiaxus has strict rules; no fighting on his ship," he warned, "You are here because of his courtesy and kindness. Learn some respect."

Hot Shot frowned in protest. "But he's-"

"No."

Hot Shot gave a frustrated grunt and lowered his torch; it retracted back into his arm and he shot Shockwave a dirty look. "Fine. But I got my optics on you, Cyclops!" he snapped, "You try anything funny, I'll jab out your only good eye." He growled and shook his head. "Anyway, what do you want?"

"I want to know what happened at the space bridge," Shockwave said.

"The frag if I know. We were sent there as backup and found out the 'cons wanted some kind of payback or some slag like that. Anyway, they brought in reinforcements and started beating down on us like you wouldn't believe." Hot Shot scoffed and gave him a funny look. "Why do you ask anyway? I thought you were all chummy with your own teammates? Did they leave you out of the game or something?"

Shockwave glared at him. "Had I known, I would be a gifted Decepticon."

"No, you'd just be a normal Decepticon."

Shockwave turned with a gruff snort. "I am weary of your insipid attempts to sway me, Autobot," he muttered, "Excuse me while I find a more facinating task to engage in."

Hot Shot merely mocked him behind his back.

O

Red Alert awoke from her unconscious state with a groan of absolute pain. When she looked around, she noticed the familiarity of the room and furrowed her brow, confused by the sight again. When she attempted to sit up, pain shot up from her back. She reached over her shoulder and winced at the wounds that had attempted to heal from the patches done no doubt by the medical staff on board the ship. She staggered from the table and approached a mirror to see the extent of the damages.

Oil Slick's weapon had dealt her shoulder the worst brunt of the damage; the armor was burned and sealed and her back was cracked slightly. Most of the wounds had been healed, but they still throbbed with pain.

Red Alert winced and stepped out of the room, down the corridors to find Jhiaxus. She passed several holo-paintings on the walls and paused to one in particular. How strange that she hadn't noticed them before.

This one was a portrait of Jhiaxus and Eros. They were both seated and posed in a way that looked like a King would with his Queen. Eros was positioned in his lap and he had his arms around her in a hold that only a bondmate would give his lover. Their looks were positively regal and proud, but Jhiaxus didn't look the same way as he had in the old video that Ultra Magnus wanted her to see. No. This one was much more magnificent in appearance and stronger.

"Magnificent, isn't it?"

Red Alert looked back and noticed Jhiaxus approaching her with a smile on his face. He glanced up at the portrait for a moment.

"Eros and I had this commissioned shortly after we had bonded," he explained, "I didn't think it was necessary, but she wanted to have a constant memory of us together." He chuckled softly. "She always did enjoy the little things."

Red Alert shut her optics briefly before she looked at him. "I saw what happened," she said, "They made you watch her die."

Jhiaxus said nothing. He just stared at the portrait with a faint longing glint in his optics, as if he wished that the Eros in it would come out.

"Jhiaxus, may I ask how you two learned that you were in love?" Red Alert questioned, deciding to turn the conversation to a slightly more happier note, even though it would remain sombre regardless of that.

He closed his optics with a small, gentle laugh. "Heh. That was an interesting experience for me," he replied, "I never believed in love at first sight. In fact, I didn't believe in love at all until I laid my optics on Eros. She was a captain in charge of a small infantry of Autobot troopers. A femme in high status, as it were. I had not even realized that she was the daughter of the mech you now know as Ultra Magnus."

Red Alert arched her optic ridges. "Really? And how did you take that?"

"Much like you did-forgive my presumption-I denied it," Jhiaxus replied, "I denied it every single moment I was awake. It confused and angered me. Granted, I took most of my frustrations out on my victims."

_Jhiaxus made his way through the dense forest of the alien planet, hacking his way through trees and various alien lifeforms in his way. He gritted his fangs and looked around, listening to the sounds of war and Energon-shed._

_"All of you!" he roared, "To the left keep!"_

_Then, he paused at the sound of movement and whirled with his blades. His weapon was inches from a startled Eros. The two stared at one another, optics locked and not once breaking contact. Eros' gaze was mixed with confusion and doubt and Jhiaxus' looked more like that of a tethered animal. _

"We met many times, but never did we engage. Eros was curious it seemed. She was fascinated by the 'Herald of Unicron'." Jhiaxus laughed and shook his head with mild pity. "Primus, those old names they had for me..."

"What came next?" Red Alert asked, tuned into his tale now.

"I believe that what came next was when we met again on a shadow planet called Fax," Jhiaxus continued, "I could no longer bear the burden of her haunting face and so... as we met up once more, I confessed everything."

Red Alert blinked. "Really?" She laughed slightly. "That must have been incredibly awkward for the both of you."

Jhiaxus actually laughed louder now, amused. "One might think, but not really," he replied, "She was actually surprised."

"Did she...judge you?"

"No. I think the whole thing came as a great shock to all of us. But when I confessed everything to her, I realized that by hearing them, they were more true than I had even believed," he continued, his amusement disappearing with serious now, "I was born to war, thirsty for murder. But then she comes along and changes my whole world. She showed me a beautiful existence of what life was... about how life could be...how _I_ could be."

Red Alert smiled with sympathy. It sounded so beautiful the way he described their love.

"You know, when I was young," she said, "I used to get so mad when everyone judged Decepticons just for being different. In a way, I guess it felt like they were judging us as well because let's face it; we're all Cybertronians. Being a Decepticon is just a title, a name; not an identity. I told myself that their fear was just nothing but small mindedness. But maybe that's what I wanted to believe." She watched Jhiaxus look at her with brimming optics and her smile faded. She glanced down and looked pained now. "But the more open my mind gets, the more I see things I don't want to see."

Jhiaxus' brow knotted sadly. "Yes. Sometimes the truth can be frightening," he replied, "But in my experience, it can yield the greatest rewards."

Red Alert looked serious and somewhat uneasy. She sighed and shut her optics. "I don't even know what to feel anymore."

"I don't think that's true. I think you're a little frightened."

"What should I do about that?"

Jhiaxus gave her a gentle smile. "I think you should talk to him."

Red Alert was silent for a while, considering Jhiaxus' words. The concept of speaking with Shockwave frightened her after their last encounter, but there was something else that nagged away at her processor. Something deeper.

"Jhiaxus?" she asked.

"Yes?"

"If you knew that you would lose her," Red Alert said, carefully; she looked at him then, "If you knew that it would end this way...would you have still taken the chance?"

Jhiaxus looked up and appeared to be in deep, intense thought before he nodded. He spoke more seriously, more true to his own spark than she had ever heard out of anyone.

"Yes. I would have."


	10. Crossing the Line

**Masquerade**

**Disclaimer**: Oh Gawd, I gotta stop doing these. LOL. And yet...somehow I can't seem to do so. If you guys ever get tired of these, let me know. I have MANY ideas involving other pairings, but this one I'm particularly stuck on. But stay tuned. With a devoted fanbase, I tend to be much more motivated to do these a lot. :) Now granted, this was a series of ideas that I originally had for my fic NEVER WILL BE, but didn't work out for the intended plot. So this one will be an AU fic that will work around an alternate version of the whole events of Animated involving Shockwave. So. Yup. There you have it. I promise there won't me too much sadness this time. :)

_"A single lie destroys a whole reputation for integrity."_

-Baltasar Gracian

_"A lie does not consist in the indirect position of words, but in the desire and intention, by false speaking, to deceive and injure your neighbour."_

-Jonathan Swift

**By: VampireQueenAkasha**

_"...all that unpleasant morality."_

-Shockwave, Transformers Animated

**Crossing the Line**

_Cybertron_

Red Alert cautiously stepped into the room Jhiaxus directed her to. She spotted Shockwave standing at a table, going through several containers of liquid, seemingly studying the samples as if it were his prime duty. When he heard the door open, he paused and glanced back slightly. His optic flickered with a hidden emotion before he resumed his task without so much as an acknowledgement to her. Red Alert cautiously smiled.

"Hey," she said.

Shockwave's hand paused from reaching for a vial before he sighed. His voice came out gruff. "I told Jhiaxus not to tell you where I was."

"He seems to do his own thing," Red Alert replied, feeling an uncomfortable change in the air.

Shockwave didn't say anything. The only sounds that followed were the clinking of bottles.

Red Alert's brow knotted at his silence. "Are you just going to be silent?" she asked.

"It has served me properly in the past," he said, in a biting tone.

They were silent again and Red Alert took a careful step closer. "I don't understand why-" she began.

"What _I_ don't understand, Red Alert," Shockwave began, an edge creeping into his voice; he still kept his back to her, "Is why you feel any sort of need to speak with me at all. You have your point abundantly clear in the sewer that you wanted nothing more to do with me."

Red Alert shook her head. "I was angry, Shockwave. I thought if I explained myself-"

"No," he interrupted again, his voice somewhat calmer and resigned, "There is no need for you to do anything of the sort. I will admit that I was the foolish one from the very beginning. I had broken my own caveat and pursued more than my mission. And it was clearly more than what I was able to have. I was ignorant and attempted something that I should have known would never follow properly into place."

Red Alert's brow knotted. "So it was all a lie then? What you said?"

Shockwave simply kept his back to her, as if her words were of no consequence.

"I never said it was a lie, Red Alert," he answered, "All I say is that I was wrong to try and reason with you."

Red Alert looked angry now, but because he was being purposely obtuse. "I was angry," she insisted, "Oh Primus, do you realize how you hurt me? You lied and ripped my spark out!" Then, she realized her error and sighed, rubbing her forehead. "You know what? I don't want do this any more. I don't want to do any more 'who did what to whom'." She sighed and didn't see that Shockwave paused to look back at her for a moment. "Ever since this happened, I've been trying to make sense out of it."

He sighed. "Don't. It's meaningless."

Red Alert's optics narrowed and she squinted at him in disbelief, tilting her head to one side in a gesture that made it seem she hadn't heard him correctly. "Meaningless?" she whispered, her voice shocked and dripping with anger now, "My feelings are meaningless? What we had was meaningless? Everything that has nothing to do with you is meaningless then, is it? You think Autobots are so arrogant, but I don't know who's the bigger liar here."

Suddenly, Shockwave slapped one of the vials onto the table that he held. He whirled on her and moved so quickly into her personal space, she jumped back from him with a slight cry of surprise and backed up against the wall. The look he gave her with that single optic didn't reflect much emotion, but it burned with such poison, she almost withered beneath it. His voice took on a harder note than she had ever heard him capable of.

"Don't _ever _lecture me on the merits of emotion!" he hissed, "I risked my _life _on Cybertron, more than any Autobot can ever boast!"

Red Alert's fear disappeared and was replaced with frustration now. "How do you EXPECT me to react?" she shouted, "You came around charming me. Then you turn the tables, stick a knife in my back and expect me to take it like it was nothing? I honestly thought I meant something to you!"

"You meant something to LONG ARM, not me," Shockwave spat.

"They're both the same person!"

"They are not!"

They were shouting now, taking no mind to who could hear them.

"How do you think it makes me feel?" Red Alert demanded, "Do you want to know? When you showed me who you really were in those sewers, I was angry, but I was also scared. Do you know why? I was scared because even though I saw you for who you really were, I STILL felt something for you! Despite the lies and the betrayal, the feelings stayed the same! Do you have any idea what that was like for me?"

Shockwave leaned his head back slightly, taken aback for a few split seconds before there was a blunt way his optic flashed.

"You lie." he growled, his voice as cold as ice.

"You're one to be throwing the liar card around!" Red Alert shot back.

Shockwave sounded on the verge of completely losing it. "I am being realistic!"

"No, you're being a hypocrite! You just said it was meaningless!"

"_I LIED_!" Shockwave suddenly roared.

Red Alert blinked and her optics widened in shock. The shout had carried to Hot Shot and Jhiaxus in the infirmary where the young Autobot was being tended to. Jhiaxus just smiled at a surprised Hot Shot and chuckled.

"I think it's going well, don't you?" Jhiaxus asked.

O

Red Alert noticed that Shockwave hadn't moved after that outburst. He stood over her, staring down at the floor around their feet, clearly ashamed of what he had just said. For a while, he had said nothing afterwards. His optic seemed unseeing, lost in a place that wasn't currently reality. She was uncertain about speaking, but the silence was killing her and she reluctantly opened her mouth, but closed it again with an audible click.

"Shockwave?" she said, worried.

He stepped back from her, hissing out his next words as if he were deathly sick. "Primus damn you," he whispered, and it wasn't actually clear if he was specifically cursing her or himself, "Primus damn you..."

Red Alert didn't know what to do, but she slowly reached up with one hand and rested it against the side of his helm. She tensed slightly, preparing for backlash, but Shockwave didn't move when she touched him. Any reaction would have been better than this excruciating muteness. She slipped a hand beneath his "chin" and lifted his head slightly to look at her. He met her gaze and his optic darkened now. He studied her features silently, trying to understand her.

She stared back, her optics filled with a mixture of confusion, uncertainty and bare intrigue. When he raised his arm, she thought she was going to be pushed away, called terrible things and forced from the room. Shockwave did neither one of those things. He brought one of those claws to her neck and Red Alert couldn't resist the urge to stare down at the sharp digit. She waited for it to inflict harm, but instead, he ran it lightly up and down her neck.

Shockwave cursed himself over and over in his head for this. He cursed Primus and every single thing that came to his processor.

Red Alert's hands moved then, feeling that his touching her granted a silent permission to do so to him. Her fingers were practically softer than the lightest gusts of air as she moved them toward the lengthy antenna, carefully brushing them. Shockwave's claw had frozen beside her neck and he was still. She leaned up and placed a timid kiss against the side of his helm. For whatever reason, Shockwave didn't know. But despite the unease in her touch, he couldn't stop the shiver that ran down his spinal relay.

"You can make it stop, Shockwave," Red Alert said, leaning her forehead against his, "You can make your own life."

"I don't have any other choice..."

Red Alert tensed and shook her head. "That's a lie! You've always had a choice! It's all been your choice!" she told him, "You chose to work for Megatron, chose to betray us, and now you've chosen to give him control over you. Everything that has happened up until this point has always been your own choice."

Shockwave didn't reply. He just stared into her optics for a moment before glancing down with a heavy sigh. "In those passing days, I've thought of you," he said, quietly, "My mission was to manipulate you, to use you as I saw fit. But then..." He paused and let out another sigh. Red Alert almost heard a smile in his voice. ALMOST. "You became this happy dream. This strange, illogically satisfying dream in a life that was nothing but a nightmare." Shockwave paused again and his voice was lower now, like an old engine that wouldn't turn over. "I know they were a lie, but those cycles that I spent with you...were the only good days that I have ever had in my entire life..."

Red Alert stared at him, these words that he revealed to her. A small whisper in her head told her he could be lying again, but the majority of her wanted to believe otherwise. Someone like him would never stand here in his true form and reveal this when he had no reason to do so.

"Shockwave..." she replied, in an even, yet slightly disconsolate tone; she cupped his helm and lifted his head to look at her, "All I know is that whoever Long Arm was, he made me happy. But that's not enough. It's not just about me. It's about you too. I just want you to be happy, whatever choice you make. If you're happy with Megatron, then I can be happy for you." She smiled sadly and her optics appeared to brim. "I don't know what my spark is doing and it scares me; but when you touched me, held me and kissed me..." She laughed sorrowfully. "And even when we had our off days...everything still made sense."

Shockwave had been silent the entire time, watching her. When she finished, that slit in his optic narrowed as she parted from him before leaving the room. He didn't know how long it was that he spent there in that same position.

O

Red Alert walked to the room where Hot Shot was being held and took a moment to wipe her optics before pausing in the doorway. She blinked in surprise. Jhiaxus had Hot Shot by the arm and was bending it in several places. Hot Shot gave a cry of mild pain before Jhiaxus smiled at him.

"Better?" he asked.

Hot Shot blinked and let his arm hang limply before he laughed. "I'll be slagged," he remarked, "It actually worked."

Jhiaxus chuckled. "You are most welcome, Hot Shot," he told him, "There are few problems that old fashioned Cybertronian acupressure will not solve." He glanced up when he saw Red Alert and gave her a small smile.

"How did it go?" he asked.

Red Alert sighed and rubbed her forehelm. "Not as well as it could have."

Jhiaxus smile disappeared and he took a deep inhale. "Well, that's unfortunate," he replied, "But it will all come together eventually."

Red Alert looked at him sadly. "I'm not sure that it will," she argued, "You know how he is. How he can be."

Jhiaxus looked mildly guilty for that, though he still smiled. "I can take the blame for that too."

Hot Shot frowned inquisitively at the conversation between them and looked up at Jhiaxus with a bare hint of intrigue on his face. "Hey, mind filling me in on what's going on between doc and Cyclops?"

"No." Jhiaxus told him, "Now why don't you go and find something to drink? I'm sure you need it."

Hot Shot smiled broadly. "Will there be top of the line high-grade?"

"Indeed."

"Then I will definitely take you up on that."

Hot Shot jumped down from the table and sauntered out of the room, whistling a cheerful tune before he almost bumped into Shockwave. He tensed for a moment before rolling his optics with disgust and impatience.

"Well, look who just stalked out of the scrapheap," he mocked. "Don't you have some poor, defenseless scraplings to disembowel?"

"Where is Red Alert?" Shockwave demanded.

Hot Shot snorted. "Away from you if she has any sense," he shot back, "My friend has no need to associate with the likes of you."

"Continue to press the buttons and you will be her _late_ friend," Shockwave threatened in an icy voice. "I do not take kindly to idiocy."

Hot Shot laughed skeptically. "I doubt that," he sneered; he paused before putting his hands on his hips, "You're like a computer; you don't laugh, cry or smile. You have ONE EYE," He bugged out one of his optics comically to emphasise his point, "ONE big gun and ONE nut-sized processor. You're always alone and always will be because everyone is putt-off by the big, one-eyed freak." His brow knotted and he completely turned the subject around. "Everything is ONE with you. Why is everything one with you?"

Shockwave was silent, staring at him with a glimmer of annoyance in his optic.

"What?" Hot Shot mocked, "Did I hit it on the dot?"

"No. I was simply too taken by your stupidity to process a proper response," Shockwave snapped.

He brushed passed the Autobot and continued forward without so much as asking any other questions further.

O

As the Shepherd passed silently through space, several Elite Guard Ships appeared through a single space bridge, moving toward the ship. Jhiaxus stood at the center of the bridge, confused for a brief moment by their presence, but the moment of confusion did not last long nor did it register on his face.

"Lord Jhiaxus, the Elite Guard ships have us locked on," the same bot from before said, "And we're receiving a transmission."

Jhiaxus' optics narrowed. "Put it on the main screen."

An image of an Elite Guard trooper appeared; Jhiaxus recognized the sneering face as Stratos. He was gold around his shoulders, arms, and face and pale blue in the rest of his body. He was adorned on his arms with markings that he used as a person count of how many Decepticons he had captured personally. He was an older Elite Guard member who had often attempted to hunt him down, despite his "peace-keeping" with the Elite Guard. Stratos did not approve of letting Jhiaxus continue to go about what he believed was "illegal Cybertronian trafficking". Jhiaxus had often attempted to explain that was NEVER his purpose, but Stratos always made it his point to continue his hunt.

"Stratos," Jhiaxus acknowledged, "To what do I owe this honor?"

_"My sources tell me that you are harboring a Decepticon fugitive on board your ship," _Stratos told him, _"I'm feeling generous today; so if you relinquish him to us, you'll crawl out of this without so much as a scratch." _

Jhiaxus calmly shook his head. "This is a sanctuary for the lost and wretched and soon, we will make way for my planet," he said, "There is nothing and no one here for you to take however you please. Please, leave quietly."

Stratos chuckled coldly. _"Yeah, afraid I can't do that. Sentinel made it very clear he wants him."_

"You are aware of our agreement, Stratos," Jhiaxus reminded him, his optics darkening, "Once any Autobot or Decepticon is brought to my vessel, they are under protection from anyone and anything seeking to kill them." He paused, watching Stratos' features cloud, as if he was caught doing something he shouldn't have. "You and I both know that will happen. Sentinel is a brash creature who thinks of no one but himself." He sighed quietly. "This is our home. Leave us in peace."

_"Can't do that, Jhiaxus," _Stratos said again; he grinned nastily, _"See, I have a special spot on my arm just for you. Bringing you in after so many runs will make it that much sweeter. And dragging in those traitors will no doubt double the bonus."_

Now Jhiaxus was angry. Those around him whispered and murmured with unease and seeing his people at fear for the fault of one arrogant bot was enough to draw the line with him.

"How dare you persist in intruding upon our haven," he hissed, "You have turned against us and left us in exile! Is that not punishment enough?"

Stratos chuckled. _"I guess not." _He looked beyond Jhiaxus. _"All ships...OPEN FIRE!"_

Immediately, the Elite GUard ships unleashed a barrage of laser fire directly for the Shepherd. Jhiaxus reacted swiftly, turning attention to a bot beside him. Even during a moment of chaos, his thoughts immediately went elsewhere for a moment. A brief, pained moment that carried grief for the continued abuse fate wrought. _Primus...what more can you possibly do to us? How long must we weather this cruel fate?_ "Shields up, now!" he bellowed.

The Shepherd's shield was up instantly, the laser blasts incinerated. Though the attack continued relentlessly, jolting everyone within. Jhiaxus himself remained calm; he had to for his people who relied on him for protection.

"My Lord, multiple decks are reporting damages!" a bot cried.

The Shepherd was rocked violently and through it, Red Alert staggered down the corridors, confused and terrified.

"Primus, what the frag is going on?" she demanded, reaching a monitor.

Hot Shot was almost brutally thrown backwards and gripped a pipe. "Why?" he growled, in a voice of frustration and protest; even a glimmer of unease, "Why is Primus choosing this day to frag with our processors?"

A holographic monitor lit up and Red Alert attempted to reach someone in the bridge. "What's going on up there?" she shouted.

Jhiaxus looked at her rigidly. _"We are under attack by the Elite Guard."_

_"My Lord, the hull integrity is at 67 percent!" _a bot off-screen yelled, _"I'm getting casualty reports in the maintenance deck!"_

Jhiaxus nodded his head gravely before he looked at Red Alert. His optics were filled with regret. _"I must protect my people, Red Alert; even if it means I have to resort to ending the lives of the Elite Guard troopers. Forgive me."_

Red Alert shook her head frantically. "Let me speak to them! They know who we are!"

_"They are beyond speaking."_

Red Alert looked up at Hot Shot desperately. "Hurry on! I'll make my way to the maintenance deck and see what I can do to help!" When Hot Shot rushed off, Red Alert looked back at Jhiaxus. "Please, there has to be another way!"

Jhiaxus genuinely looked remorseful. _"My ship is being torn apart and my people threatened. There is no other solution," _he replied, _"I attempted peace and failed. Now I must use force. I'm so sorry, Red Alert."_

And with that, he ended the conversation and looked at the bots waiting an order.

"Prepare the Redeemer."

The bots in the room looked surprised for a moment before they nodded gravely.

"Yes, Lord Jhiaxus." they said.

O

Red Alert ran frantically down the corridors. She stopped long enough to reach another monitor and immediately contacted the maintenance deck. A frightened, filthy Decepticon responded to her hail and behind him, various machinery sparked.

_"We need to get a grasp on this situation, now!" _he bellowed, _"I've got seventeen wounded down here!"_

The ship jolted again, nearly knocking Red Alert off of her feet. Tubes and pipes ruptured and one dislodged, flying directly for her. She failed to see it as she straightened and then, a shadow moved behind her.

A loud, wet snap filled the air. Red Alert turned and her optics widened in horror.

Shockwave stood there, his body loomed over her. His abdomen was soaked with his own Energon and the pipe had almost completely punched through his body. Energon began to drip and slide down the length of the protrusion as well as from the mouth-slots on his chin.

Red Alert couldn't move. She couldn't breathe.

"Shockwave?" she gasped.

His optic was wide, unseeing before he swayed. Red Alert immediately slipped her arms beneath him and caught him before he fell. She dropped to her knees and felt her whole world going in slow motion. The explosions outside of the ship seemed to move without sound. She didn't even hear her own scream as she shrieked for Jhiaxus over the computer monitor.

Meanwhile, the Elite Guard ships had all but stopped firing. They frowned in confusion at the lack of retaliation.

"Heh," Stratos sneered, "I guess he's not the Decepticon warlord they say he is."

_"Stratos, look!" _a bot in another ship said.

The fascination from his friend confused and intrigued Stratos, so he did indeed stare at the Shepherd, watching as the underbelly of the ship began to cast various small lights of a dark, green hue. Stratos tilted his head slightly as a thin line of light emitted from it, splitting as if it were parting in half. The Elite Guard troopers were entirely too entranced by this beautiful light to make any further moves. It was strange how the light gave them a bizarre sense of relaxation, almost as if they were under a trance.

_"It's beautiful..." _another Elite Guard trooper whispered through Stratos' link.

Stratos' optics flickered with green and he was completely entranced. The ship's lights seemed to have a hold on him now. No longer did he feel like fighting. No longer did he feel like attacking anyone. He just felt...happy. He failed to see an enormous schism opening at the bottom of the Shepherd; white, beautiful light spilled out. It produced a wicked, gnarled gun that was in no way a figment of beauty or peace. It was jagged, producing various blades and edges.

Then, with a loud roar, the gun separated into two pieces, the light amplifying itself. At that precise moment, the beautiful light that had entranced the Elite Guard troopers disappeared, snapping them out of their haze for a split second. Stratos looked around.

"What-?" he began.

In that same second, the light was replaced with a powerful, bright red blast. It came upon the trooper's ships, splintering them into millions of tiny particles that shattered to the stars. The crew on board the Shepherd watched the scene with mixed emotions. Jhiaxus observed the destruction with sadness in his optics and the rest were too stunned to offer any form of input at all.

"It is done," he finally said.

O

_Note_-So no one freaks out, trust me. Shockwave's going to live. LOL.


	11. Fermata in War

**Masquerade**

**Disclaimer**: Oh Gawd, I gotta stop doing these. LOL. And yet...somehow I can't seem to do so. If you guys ever get tired of these, let me know. I have MANY ideas involving other pairings, but this one I'm particularly stuck on. But stay tuned. With a devoted fanbase, I tend to be much more motivated to do these a lot. :) Now granted, this was a series of ideas that I originally had for my fic NEVER WILL BE, but didn't work out for the intended plot. So this one will be an AU fic that will work around an alternate version of the whole events of Animated involving Shockwave. So. Yup. There you have it. I promise there won't me too much sadness this time. :)

_"A single lie destroys a whole reputation for integrity."_

-Baltasar Gracian

_"A lie does not consist in the indirect position of words, but in the desire and intention, by false speaking, to deceive and injure your neighbour."_

-Jonathan Swift

**By: VampireQueenAkasha**

_"...all that unpleasant morality."_

-Shockwave, Transformers Animated

**Fermata in War**

_Cybertron_

"Report..."

"My Lord, there are numerous casualties being sent to medical right now."

"Good. Any deaths to report?"

"None so far."

Jhiaxus heard Red Alert's scream as he moved down the corridor to seek out the wounded and survey the damages. He immediately rushed faster and saw her attempting to carry Shockwave without much success.

Red Aler groaned as she struggled to carry Shockwave to the infirmary on her shoulders. His feet dragged on the floor behind her. She had made every attempt to wrap up his bleeding Energon with some cloth that she had found cloak to put pressure on them to stop the bleeding. He mumbled weakly and Red Alert continued to talk to him to keep him conscious.

"Sorry, Shockwave," she groaned, tears of frustration stinging her optics, "You're just so heavy and I can't-"

He mumbled something that she could barely hear.

"Red Alert..." he whispered.

"Someone help me..." she moaned desperately, looking around for help. She looked up and saw Jhiaxus, her optics filled with tears. "Jhiaxus, please!"

Jhiaxus immediately rushed over and knelt at her side and took a moment to look at the wound before cupping Shockwave's helm and forcing his unseeing, glossy optic to look at him. His body was spasming in pain.

"Shockwave, look at me," he said, sternly, "Look at me."

Shockwave managed to look at him and Energon gushed from the "mouth slots" on his face. Jhiaxus scooped him up into his arms and hurried down the corridor to the infirmary where several bots were busy at work tending to the wounded. He ignored their shocked looks and placed Shockwave onto his side on a table. Red Alert was frantic, sick with horror and despair. She was forgetting her medical training all in one act of desperation.

"I can help," she mumbled, her voice hitching with hysteria, "Please, I can help!"

Jhiaxus gave her a stern, yet comforting look all the same. "No. Not in your mental condition," he said. "Leave it to me." He gestured to two medical bots who rushed in. "I need a clamp and an Energon transfusion!"

Red Alert felt helpless as they moved to get everything Jhiaxus commanded. "I have to help!" she cried.

Jhiaxus looked up at her, read the raw emotion on her face and nodded. "I need you to keep him awake," he told her, "Keep talking to him, keep him talking. Touch his face. Make sure he can see, feel and hear you."

Red Alert nodded and bent down in front of Shockwave's face, running her hands along the sides of his helm. He seemed to react to her touch by moving into it slightly. His breaths were coming out long and strained. His claws reached out and Red Alert gripped them in both hands. Shockwave's body shuddered as the doctors touched him.

"Why...whenever...meet..." he panted, his breaths coming out with great effort; his body strained with each exhalation, "I...up...losing...something..."

Red Alert smiled tearfully and shook her head. "You'll be okay. You will!"

Jhiaxus looked down at Shockwave and gripped the pipe. "Steel yourself, my student," he told him, "This will hurt."

Shockwave seemed to register that and his entire body seized up. His claws released Red Alert's hand and gripped the edges of the table, preparing for the pain to come. Jhiaxus winced and yanked the pipe out from Shockwave's body in one swift tug. The wet, crunching sound of the pipe ripping from him was mixed with the unholy sound of his roar of pain. Jhiaxus and the two bots immediately hurried to stop the Energon flow.

"Red Alert, we're going to need help holding him down!" one of the bots yelled.

Red Alert knew precisely why.

They were going to have to solder his wiring shut manually. Shockwave's damages were too severe to risk using anesthesia and have him not awaken at all. She was aware of this sort of damage having seen enough Cybertronians in her emergency room to know that it was the only way.

"I'm sorry, Shockwave," she said, her optics brimming again, "This is going to hurt."

Shockwave arched his hips, gurgling sounds escaping him. "Do...it."

The next several hours that passed were nothing but shrieks of agony.

O

_It was quiet._

_It was always quiet for him._

_Shockwave would always sit alone; the youngling constantly having his face buried in a potential reading device that would help him learn at an indescribably fast rate. Other younglings played in the park, engaging one another. He did not. Shockwave found the childish antics wholeheartedly bothersome and pointless. He preferred to spend his days learning as much as he could to make himself a better Cybertronian. _

_"WHAT IS THE THEORY OF NATURAL SELECTION IN EVOLUTION?" the handheld questioned in a monotone voice._

_Even as a youngling, Shockwave replied without any form of hesitation. "Natural selection is the gradual, non-random, process by which biological traits become either more or less common in a population as a function of differential reproduction of their bearers," he responded, "It is a key mechanism of evolution. Variation exists within all populations of organisms. This occurs partly because random mutations cause changes in the genome of an individual organism, and these mutations can be passed to offspring."_

_"CORRECT," the handheld replied, "WHAT IS QUANTUM MECHANICS?"_

_Again, Shockwave responded without any pause. "Quantum mechanics is a branch of physics dealing with physical phenomena where the action is on the order of the Planck constant. Quantum mechanics departs from classical mechanics primarily at the quantum realm of atomic and subatomic length scales." he replied, "QM provides a mathematical description of much of the dual particle-like and wave-like behavior and interactions of energy and matter." _

_"CORRECT. IDENTIFY THE FIRST CYBERTRONIAN CREATED."_

_"Prima. Created by Primus, he was appointed the Warrior of Light and given the legendary Star Saber sword with the Matrix of Leadership in its hilt."_

_"CORRECT." _

_While Shockwave finished his lesson, he immediately stood up as soon as shapes loomed over him. Two taller bullies who he always faced every day during his personal studies. He didn't care to know their names. He never cares to know anyone._

_"Hey," the left one sneered._

_Shockwave took a small sigh. "I presume you've come to make another attempt..."_

_The two laughed cruelly and gave him a push. Shockwave didn't react, but stared up at them with a darkness in that single optic. _

_"Know what I heard about you?" the right one added, with a laugh, "I heard your parents abandoned you on Jhiaxus' doorstep. I can only guess why. You're just a freak. You sit all alone talking to yourself like a loser."_

_Shockwave's calm indifference to their taunts just seemed to make them attempt cruelty even more. "Doesn't that upset you?" the left bully sneered, "That your own mother tossed you out like a piece of garbage?"_

_Shockwave calmly looked up. "Why should I feel anything for someone I never knew?"_

_The two bullies chuckled nastily. _

_"See? Didn't I tell you?"_

_"Yeah. He's such a freak."_

_Their words echoed into the darkness of the young Cybertronian's mind. He had become so accustomed to their cruelty that it barely even registered anymore. _

_The dream word shifted and Shockwave was standing in the office of his old school teacher, that single red optic ominous in the shadows of the room; he was staring emptily at the teacher as he spoke with Jhiaxus regarding his behavior. The teacher was nothing. They were all nothing. He felt nothing for them. Nothing for the worthless wastes of scrap and Energon who dared to speak with such authority, such imperiousness. _

_"He's become a bother, Jhiaxus," the teacher had said, "I know he was the one who dissected it."_

_"The only thing I wish to give you is my gratitude, professor," Jhiaxus replied calmly, "We now have a proper grasp on what is worth his time."_

_"Very well. He's in your hands, Jhiaxus."_

_"Thank you."_

_Through the shadows of the dream world, many voices from many sources whispered through the darkness. They seemed to jumble together in an unholy manner, like many messages being played all at the same time._

_"I will do what must be done."_

_"Shockwave...you have the right to choose your own fate."_

_"Lord Megatron's commands are absolute." _

_"I have no one else."_

_"Shockwave..."_

O

"He's waking up!"

Shockwave made a soft, weak sound as his bleary vision focused on two shapes staring down at him. When his vision cleared, he was greeted by the pleased smile and desperately relieved Red Alert. He groaned slightly, struggling to sit, but Jhiaxus placed a hand on his shoulder to still him. Shockwave tensed and looked at him for some kind of explanation. Apparently, he had forgotten why he was here to begin with for a brief moment.

"Be still, Shockwave," he advised, "You've lost quite a bit of Energon."

Shockwave glanced down and noticed that his abdomen was patched up and attached to several smaller wires to a computer. He leaned back again and took a deep sigh. Red Alert smiled down at him, reaching up to touch his forehelm.

"How do you feel?" she asked.

Shockwave stared straight up. "I don't feel good, Red Alert," he said, skeptically.

She gave a slight giggle of embarrassment, but anyone could see that she still looked scared. "I'm sorry." Then, she looked serious now. "Do you remember anything about what had happened earlier?"

Shockwave had a very faraway look in his optic. "Not just yet. My processor's still rather hazy." He glanced at her now. "You look worried. It must have been bad."

Red Alert didn't answer, she just stared down at the floor with despair.

Jhiaxus smiled slightly. "Well, I'll leave the two of you alone," he said; then he addressed someone else in the room who the two did not see, "And if our dear heavy cycle breather would be so kind as to leave as well?"

Just then, Hot Shot appeared from the other side of another berth, optics wide. "You can hear me breathing?" he asked, surprised.

Red Alert couldn't resist her laugh at that. Jhiaxus gestured for Hot Shot to follow him and he reluctantly did. Shockwave and Red Alert could hear their conversation as they entered the corridors.

"Hey, you're a pretty swell guy after all, Jhiaxus," Hot Shot was saying, "Maybe I can start calling you 'Jaxy' or something."

Jhiaxus chuckled, and then abruptly turned serious. "No."

Red Alert just smiled and shook her head before she pulled up a chair beside Shockwave's berth. "Are you thirsty?" she asked.

"Perhaps a little," he admitted.

Red Alert stood back up and walked through the infirmary to take a container of something. She approached him and gently slipped an arm beneath his head to help him sit up. Shockwave started to protest, but she murmured and shook her head. Shockwave sighed with defeat and took the drink, opening it before reaching down to sip it through the slots on his face. When he did, she watched his optic flicker with disgust and he uttered a small sound. She could only laugh at his appearance and made an attempt to hide it in her hand. He glared at her, partially amused and partially just annoyed by her laughing and his own condition.

"Yes, how amusing..." he muttered.

He started to put it down, but Red Alert shook her head. "No, you have to drink it all and replenish your fluids."

Shockwave growled in protest, but did as she said and continued to drink the fluid in intervals.

Red Alert smiled now. "You're a brave idiot, you know that?"

He rolled his head in a perfect gesture of annoyance. "Spoken by someone who knows."

The two laughed slightly at that, though it didn't really help to ease the sudden tension that grew between them. They remained silent again and sat there, both of them collecting their thoughts about what had happened.

"Why did you save me out there, Shockwave?" Red Alert questioned.

Shockwave glanced at her. "I don't know why I saved you today, Red Alert," he said, quietly, "I have lied to you from the first moment I met you..."

The temperature in the room grew drastically warmer between them and she felt the pull tug at her first. She leaned toward him and could hear his breathing stop entirely. Her fingers lightly touched the side of his helm and he felt warmth filling his insides.

"It's over, Shockwave," Red Alert said, in a gentle, quiet voice, "We're in a time where holding grudges is pointless. And besides..." She paused and brushed his shoulder. Shockwave noticed something change in her optics; a hopeless smile lit her face. "I don't think I could hate you. Even if I really wanted to, no matter how hard I could try... I could never hate you." A small laugh escaped her and she glanced down, avoiding his gaze. "I must be crazy, huh?"

"No," Shockwave replied, glancing sideways at her, "Perhaps a little naive, but you are the most sane individual I know."

Red Alert let out another pained laugh before she stood up. "Get some recharge," she told him, "We'll talk about it more when you feel better enough to move."

As she departed, it was a few moments later before Hot Shot poked his face into the infirmary and flashed a goofy grin. "Hey there, Cyclops," he teased, "I saw what you did. I guess you're a lot crazier than they said!" He made a few weeping, mocking gestures. "Oh no! Watch out for the big, bad, scary Decepticon who'll stick himself in the way of oncoming pipes!" He laughed again before his face was suddenly hit with an empty Energon container.

He grimaced in pain before growling and staggering off. "That didn't hurt!" he yelled back at him, though his voice was less-than convincing.

Shockwave sat there with a sigh, rubbing the side of his helm as if he had a processor ache.

Meanwhile, Rodimus was stirring up hell with the High Council.

"We have to find them!" he shouted, his voice echoing throughout the great hall.

Alpha Trion looked deeply troubled, but he was also attempting much more serenity than the young Prime. He was relieved to see that they had been rescued by the Elite Guard and even more than the Decepticons were retrieved.

"Patience, Rodimus," Alpha Trion told him, "We will find them."

Rodimus scowled angrily. "How can you not look at the place we were?" he demanded.

Perceptor spoke first. "STRATOS AND HIS UNIT HAD BEEN DISPATCHED TO THE SITE. FIELD MEDICAL OFFICER RED ALERT AND ENSIGN HOT SHOT WERE NO WHERE TO BE FOUND. THERE WERE REPORTS OF A CYBERTRONIAN COMMERCIAL CLASS VESSEL IN THE AREA."

Rodimus frowned. "What?"

"THE SURVIVORS WE HAVE PICKED UP CALLED IT...THE SHEPHERD."

Rodimus attempted to process that thought. Why would Jhiaxus' ship be in the area and why would he only take Red Alert and Hot Shot? Unless the two had been seriously wounded somehow, he still couldn't see why Jhiaxus would take it up on himself to step in. He had helped them before, but something else about his second assist didn't quite add up to him.

"Let's just find them," he said, gravely.

O

Time seemed to pass by and Shockwave found that sitting in his berth didn't exactly help him clear his processor of the unwanted thoughts in his head. He managed to find the strength to climb out of his berth and stand before he walked out of the infirmary. The pain in his abdomen didn't hurt nearly as much anymore, but there was still a dull ache that he found easy to ignore. He found Jhiaxus a short while in his walk to the bridge.

"Shockwave," Jhiaxus said, looking up from a monitor, "You shouldn't be out of your berth."

"I'm fine, Jhiaxus," Shockwave argued, "What's wrong with the ship?"

Jhiaxus glanced at a bot who was working on one of the consoles and gave him a nod before he rose and approached him. "We were under fire from the Elite Guard. Granted, most of the ship is still together, but it will take some time before we are at one hundred percent again."

Shockwave nodded his head. "And what will you do then?"

Jhiaxus smiled, though his optics carried a sadness in them. "That is up for you to decide, my boy."

The fact that Shockwave was given so much free choice with his old mentor and Red Alert was confusing and frustrating; the more he thought about it, the more he realized that he was never given this choice in the past. Now that he had the ability to choose, he didn't know how to do so.

"Come, let's talk," Jhiaxus said, putting his hand on his shoulder.

The two walked down the corridors together, ignoring the activity around them.

"Red Alert cares for you," Jhiaxus told him, "More than I believed could be possible in this day and age."

Shockwave glanced at him. "I don't know if she could trust me again. After all, I did betray her."

"Patience. Trust is easy to destroy, but it takes time to build," Jhiaxus replied, with a smile, "Shockwave, in this case, I want you to do yourself a favor and put aside the logic I had taught you. Put aside this senseless feeling of pitilessness and cruelty. Just do what feels right to you."

"I don't know what that is..."

Jhiaxus' smile was brilliant. "You do. You're just not accustomed to welcoming it. Fear is a heavy burden, Shockwave. Don't be afraid anymore."

Shockwave stared at him for the longest time in silence. Jhiaxus had always been the wisest Decepticon he had ever known; he dared confess that he rivaled that of his master, Lord Megatron. Despite all of Jhiaxus' "failures", Shockwave still saw him as a brilliant, powerful Decepticon.

"And what if-?" Shockwave began.

Jhiaxus tittered and shook his head. "Enough questions, boy," he chided gently; he placed a hand on his shoulder, "Stop questioning and just act."


	12. Plaisir D'Amour

**Masquerade**

**Disclaimer**: Oh Gawd, I gotta stop doing these. LOL. And yet...somehow I can't seem to do so. If you guys ever get tired of these, let me know. I have MANY ideas involving other pairings, but this one I'm particularly stuck on. But stay tuned. With a devoted fanbase, I tend to be much more motivated to do these a lot. :) Now granted, this was a series of ideas that I originally had for my fic NEVER WILL BE, but didn't work out for the intended plot. So this one will be an AU fic that will work around an alternate version of the whole events of Animated involving Shockwave. So. Yup. There you have it. I promise there won't me too much sadness this time. :)

_"A single lie destroys a whole reputation for integrity."_

-Baltasar Gracian

_"A lie does not consist in the indirect position of words, but in the desire and intention, by false speaking, to deceive and injure your neighbour."_

-Jonathan Swift

**By: VampireQueenAkasha**

_"...all that unpleasant morality."_

-Shockwave, Transformers Animated

**Plaisir D'Amour**

_Cybertron_

Red Alert was alone.

She was standing beside a window, staring into the endless vastness of space. She closed her optics and pressed her forehead against the glass for a moment before taking a deep intake of breath. Red Alert didn't know why, but she just started talking. It didn't matter who was near to hear her. It didn't matter of anyone came and called her crazy. In all matter of thought, Red Alert really didn't find herself even caring.

"Primus, what now?" she asked, opening her optics, "I don't even know if you can hear me or if you'd listen. We both know this might not end well. So answer me please. Tell me what you're doing." She paused for a moment, but as usual, there was no response. "I want to know. I just have to know why this is happening. Why my spark feels the way it does for him." Red Alert failed to see Shockwave behind her. "I know it's foolish. I do."

Shockwave tilted his head inquisitively.

"I care about him without even knowing how, why or even from where," Red Alert continued, chuckling sadly, "I want to be with him. But I know it won't be possible. I need strength, Primus. I need the strength to conquer this."

Hearing enough, Shockwave approached her. "You have enough strength for both of us."

Read Alert gave a surprised gasp and whirled, looking at him with embarrassment. The idea of being heard by someone else wasn't a reason to be embarrassed; the idea of being heard by the one she was talking about was. Shockwave moved behind her and she could feel the warmth of his body against her back. Red Alert started to argue, but he shushed her and cast his gaze out into space. She glanced up at him in silence before looking out with him.

"You believe in Primus?" Shockwave asked.

Red Alert sighed and attempted to calm her spark. "I don't even know..."

"I suggest you believe in me, Red Alert," Shockwave replied.

"I don't know what to believe..."

"Other than the lies you have been fed by the Autobot Elders?" Shockwave questioned.

He hadn't intended it to sound the way it did, but apparently, it angered her. She whirled on him and began to angrily slap at his chest and his face with soft, sorrowful sounds of frustration and anger. Shockwave calmly took the blows and they were most certainly less than heartfelt in her effort. He reached up with two hands and took her wrists, stopping her from continuing her slaps. She groaned in defeat and slumped against him for a moment before wrenching from his grip with a frustrated grunt, turning to lean against the window.

"I was happy..." Red Alert protested, to no one specifically, "I had everything I wanted until you made me doubt myself."

Shockwave made a cynical snort. "You were not happy," he snapped, "Don't be so naive. It didn't take me so much as a nanoklick to learn that you were never content with what you had."

Red Alert made a soft, despairing sound and looked away. "I just feel so confused..."

She was quiet now and shut her optics. He hadn't responded for a while before she felt something on her arm and glanced down. One of his claws was lightly-very lightly-rubbing up and down her arm, leaving a pleasant warmth in its path. She dared a careful glance up and noticed that he was still staring straight ahead. She reached and took his hand in hers, finding a slight tremble in it before caressing it. They just stood there silently, their strange, mismatched hands moving together like the bodies of two lovers.

"What are you doing?" Red Alert asked, in a small, barely audible whisper.

"I'm being completely insane..." he replied, equally as quiet.

Red Alert couldn't stop the smile on her face. She closed her optics. "Then perhaps we should stop."

Shockwave's voice sounded closer and she realized that he had leaned his head a little nearer to her audio receptor. "For now, I don't care what we _should_ be doing," he said, his voice sending shivers down her back.

Red Alert moved and turned so that she faced him completely. She placed her hands on his chest plates and looked up at him with a smile. At the same time, her spark began to pulse slightly faster in her chest. It was the moment of truth.

Shockwave's claws reached up and lightly stroked her face. When he touched her, she closed her optics and leaned into it with a sigh. There was a bare shudder through her body that he could feel. Whether or not it was fear or arousal, he couldn't tell.

"Shockwave..." she breathed, leaning closer to put her arms around him, careful to avoid the patch.

"Yes?" His voice was quiet.

"Put your hands on me."

Shockwave leaned forward, bringing his optic close. "You wish to escalate this?"

Red Alert smiled and nodded. Her spark thrummed wildly in its casing and she surprised herself by not hesitating in her response. "Yes."

Shockwave took her wrist and held it close to his chest. "If you wish, I could always..." he began. He looked at her, silently hoping she would understand what he was offering.

Red Alert's optics clouded in thought, trying to understand what he was suggesting before they widened slightly in disbelief. She shook her head and spoke sternly, removing her hand from his grip without wrenching. "No."

Shockwave sounded mildly surprised. "But you said-"

Red Alert laughed gently now, realizing that she came off a bit too harsh than she intended. "No, I meant that I want to have you. The REAL you," she told him; then, she shyly added, "Not that what we did before wasn't absolutely amazing-trust me, it most certainly was-but I would prefer to have the _real _Shockwave holding me, touching me..." Red Alert trailed off and placed soft, heated kisses on his claws. "Making love to me."

Shockwave's spark stopped for a nanoklick. She actually wanted _him_. The _real _him. _She_ wanted _him_ to touch _her_.

"You would do that with me?" he asked.

"I would not still be here if I didn't want to."

Her calm tone was merely a ruse; truth be told, she was nervous. Shockwave could feel a shake in her hand as proof of that. He felt a sense of uncertainty as well, but his body was reacting in such a primitive, aching way to her touch and her body that he couldn't refuse. Not when she offered herself to him so willingly. Not when she was willing to have him in his true form. Not when his dream was going to become a reality.

"Very well," he finally said.

O

The two found themselves in an empty room and Shockwave took a seat in the berth, pulling Red Alert into his lap. He took a deep cycle of breath and moved his claws against her chest before tweaking several sensitive components beneath the grill. She moaned quietly, slipping her fingers against his own chest plates and lightly rubbing. Her spark was practically alive with sensation, pulsing beneath her chest plates and his claws sent warmth throughout her body.

She had never succumbed to passion before in such a way; where had her mind gone? Was it here in this insane moment? Would she regret it later? Her spark protested against the doubts of her processor and begged that she just submit to the emotions. And she didn't want to think about it. Red Alert couldn't stop this, not now. Not when she felt so...content and at peace with her decision. He was a Decepticon and she no longer found herself caring about it.

"Red Alert?"

His voice broke her from her thoughts and she smiled, deciding to not think about it right now. Now she was happy. Now she felt safe. "You're beautiful..." she sighed, admiring him with a look that drew a shiver from his body.

Shockwave murmured softly. "Nothing compared to you."

_I can have you now. That is all that matters... No logic. No thought. Just...now._

Red Alert smiled shyly at his words and she couldn't resist leaning forward, kissing his chest with tenderness. Shockwave jumped slightly at the sensation; the feel of her lips on his chest sent jolts of arousal through him. Curious, Red Alert lightly bit down on a spot between his chest and neck, knowing that it was a particularly sensitive spot for most mechs. Shockwave's reaction was immediate; his breath was low, deep and incredibly wonderful to hear.

"Shameless Autobot!" he hissed, arching into the touch.

Red Alert smiled up at him, her optics filled with intense, feminine power. His voice sent a stab of delight through her, straight to her lower body. Her hands trailed lower as she kissed him, passing gently over his solid abdomen, feeling it clench at her touch. Then, she felt his claws lightly trailing paths down her back and it felt good until they accidentally dragged over her healing wounds, making her wince visibly.

Shockwave noticed the reaction and tilted his head. "What is it?"

"Sorry," she said, "They still hurt a little."

Shockwave nodded his head. He slipped his hands beneath her and pulled her closer. "Don't be concerned," he replied, in a soft, deep voice, "I have ways of taking your mind off of the pain as I am sure you do for me."

Red Alert's face plates heated and she tensed shyly.

"What's that look?" he asked.

She smiled, embarrassed. "Nothing."

"It's not nothing," Shockwave argued, "What are you thinking?"

Red Alert chuckled slightly and looked up at him. It wasn't often she felt comfortable revealing her fantasies, but how could she resist in this position? "Well, I was thinking that you have a very lovely voice," she told him.

Shockwave tilted his head. "A lovely voice?" he repeated, seemingly unsure of how to respond to that comment.

"Yes," she said, smiling sheepishly, "I love hearing it. It makes me..." She trailed off slightly, stumbling with her emotions a bit; Shockwave found it amusing that she had complications with her emotions almost as much as he did. She was much more innocent as any younger Autobot could be about it, though. He couldn't really deny that it was...charming in a way. "It makes me feel warm and my body aches."

"Hm, fascinating," Shockwave said, running his hands against her lower back where the wounds were less obvious, "It appears you have a bit of a fetish. I'm only surprised that it happens to be my voice that arouses you so."

Red Alert smiled and he nuzzled the side of her cheek with his non-faceplates. After a moment of caressing and nuzzling, Shockwave leaned forward and whispered into her audio receptor. "Turn over," he said, a bare hint of gruffness in his voice.

Red Alert looked surprised. "What?"

"You'll see."

Curious, but in no way wanting to question it now, Red Alert climbed off of him and turned around in the berth. She glanced back at him inquisitively and he climbed into the berth with her, pressing his hands against her shoulders.

"Get on your hands and knees," he ordered, his voice dropping a register she didn't know he could reach.

Red Alert did as he asked and her body instantly heated up when she knew exactly where this was going to go. This was an entirely naughty position to be in. She hadn't done something like _this _before, but Moonracer had always bragged and made jokes that it was a position that felt amazing because it touched areas no others could. But when he had made that request in such a tone, she couldn't help but shiver with delight.

Shockwave ran a light hand down the slope of her back, emitting an appreciative murmur at the sight. He moved over her and began to rub her interface port's armor with one digit. She gasped and pushed back against his touch and he was pleased to feel her port growing warmer in response. She was more receptive than he had ever seen in any female. He leaned forward and hissed in her audio receptor. "Tell me, Red Alert; does my touch excite you? Are you warm for me?"

"Yes!" Red Alert gasped as he continued to touch her; her breath hitched when the armor folded away.

His claw lightly traced the opening of her port, making the Autobot beneath him moan quietly and squirm. His other hand rested on her hips as he continued to explore in lazy circles. Red Alert was whimpering softly, moving her hips just the slightest inch in anticipation. Intrigued, Shockwave decided to try something; he sent a small charge of electricity from his claw into her, at the lowest setting to see what reaction she would have.

It was most certainly a positive one as she arched up with a heated gasp of surprise. "Primus!"

"Primus has nothing to do with this," Shockwave said, leaning over her.

He continued to tease her port for a few moments before removing his hand, drawing a disappointed mewling sound from her. Her intakes hitched when she felt him position himself behind her and something hard press against her port. Red Alert moved back a bit, brushing against his spike. He made a deep, heavy sound that caused her spark to flip in its casing before he leaned forward and straightened her with one hand.

"If you continue doing that, I will certainly not be held accountable for what I do to you next," he warned.

Red Alert couldn't resist a shaky smile. "Maybe I should take that chance and find out." She brushed her aft against him again.

Shockwave growled softly and held her hips still and immediately sank deep into her welcoming heat in one smooth thrust of his hips. Red Alert let out a gasp below him and he couldn't silence his vocals of the groan that burst free. He was unable to move for a while and held himself still. If he so much as moved an inch, it would most certainly be over before it had even begun and he didn't want that. He wanted it to last long enough for them both.

"Ahh...Oh, _Red Alert_," he breathed, pushing into her a little harder.

Red Alert shivered beneath him and she gave a soft, pleased sound when he bent his body over her and rubbed her left shoulder with his hand. A soothing gesture or not, she didn't know, but every light touch he gave her sent heat shooting through her body. Then, she felt his helm on the other side of her head and his next words came out rougher now.

"Still tight," he whispered, "Even after I have already had you."

She looked at him and pressed a kiss against his helm. "And if you don't move, you crazy Decepticon, we're _both _going to lose our minds," she gasped, with a smile against his non-faceplates.

"As you wish." He disappeared from view and she felt him shift a little. "Straighten your legs."

Red Alert did as he asked and her movements caused her innermost port to grip him. Shockwave let out a deep, _very _attractive gasp and Red Alert smirked inwardly at the sound. She did it again and this time, he moaned slightly louder with a reflexively deep thrust, causing her to arch her back with a whimper of delight. After a few moments, he found the perfect rhythm, moving into her with even, slow strokes.

Red Alert's processor was swimming from his movements and she pushed back slightly against him. Shockwave's chest rumbled appreciatively above her and he gripped her hips tightly, his claws slightly digging into the metal. It didn't bother her that there was a mild twinge of pain when he did it; her entire body was alive with sensations too pleasurable to pay any mind to anything else. If anyone so much as walked in on them, she wouldn't have cared at the moment.

Then, he began to move harder against her and the room was filled with the soft sounds of his cycles of air coming faster. Each thrust sent intense, stabbing sensations of pleasure through her and drew responding groans with each movement. She felt a clenching in the pit of her insides, a burning heat that threatened to explode out to every single part of her body.

"Am I hurting you?" he asked, his voice barely audible.

"No..." Red Alert gasped, "Not at all."

At that moment, Shockwave rumbled harshly and shifted his hips a little before pushing back into her. _That _was when she came alive below him with a soft, surprised cry; her hips arched back and met his. Shockwave gave a triumphant hiss and leaned forward again, slipping an arm around her waist to steady her and bracing his other hand against the wall. He held that position and began to shove his way against that same place that earned such a reaction.

"Do you like that?" he breathed, leaning his head over her shoulder, "Is that your special spot?"

He felt her nod desperately against his helm and he continued with that same pace, repeatedly shoving into that same spot over and over. Each particularly lovely cry that burst from her seemed to melt every circuit in his body. Shockwave felt a surge of masculine instinct swell in him, a desire to bring her over the edge as she screamed his name for the universe to hear. He was so far gone in his pleasure and her own that he no longer cared about anything else right now.

Then, Shockwave heard a change in her voice as she began to whimper much louder now, begging him to finish her. It came higher now and he remembered that it had before just when she was close the first time they had interfaced. He gripped her tighter and thrust harder against her, his abdomen rasping against her lower back. He didn't even notice any form of pain as it brushed the patched wound.

"Oh, Primus," she whispered, her body writhing beneath him. Her fingers started to claw the berth. " Oh, Primus, Shockwave...I..."

Shockwave brought his face near her audio, his voice mildly strained. "Yes...that's it..." he hissed, "Let it come. Let yourself go. Let me hear you call my name."

Red Alert squeezed her optics shut and felt overwhelmed by the sensations flooding through her. She was sure that any more pleasure would bring her to her end. Every slight brush and push sent explosions of feeling through her. It wouldn't take much longer to plunge into the abyss.

"Come for me," he rasped again, "Call my name, Red Alert..."

Shockwave was also close to the edge, but he couldn't let himself fall over just yet until he heard her scream his name. His _real _name.

Red Alert dropped her helm onto the berth and felt a shudder pass through her, followed by a powerful, intense wave of heat that flooded through every inch of her. She let out a strangled sound and her vision turned white. Everything around her faded to the pleasure that drowned, blinded and deafened her from the universe. Then, she called his name in such a delicious voice with a shrill cry to follow as waves after waves of her overload continued to shake her systems.

There was a dull, appreciative groaning sound behind her, followed by a series of deep, fast thrusts and then he stiffened his hands coming to grip her thighs roughly before Shockwave hoarsely grated out her name. When his own overload dwindled, Red Alert felt him still moving a little more inside of her, as if marking her as his own. Then, he gently guided her to lay back and rolled her onto her side before removing himself and joining her.

Red Alert could only hear the sounds of their deep, heavy intakes as they worked to cool their overcharged systems. She eventually looked at him and her engine purred softly in response to the feel of his claws against her hips.

"Are you alright?" Shockwave asked.

"More than alright," she replied, with a small chuckle.

Shockwave nodded his head. "Good."

How remarkable that he could go from impassioned to collected so fast. Red Alert couldn't resist the urge to trace one of his antenna with a single finger. He murmured at the touch and looked at her before glancing up at the ceiling. She did the same. The ceiling itself was open, giving them a view of the stars in space. It was a wonderful sight and quite soothing after what they had just engaged in. Red Alert was surprised that she hadn't noticed that before.

"This is nice," she said, "I wish it didn't have to end."

Shockwave felt cold through his Energon lines. "Unfortunately, it does."

Red Alert looked at him, noticing that he was still staring up at the stars. "But why?" she asked, "We could make our own decisions. I could take you back to Cybertron and if I just explain everything to the High Council, they'd-"

"Kill you just as they had Eros killed," Shockwave interrupted, with a humorless chuckle, "Don't be so mad, Red Alert. I am truly content with having you, but my loyalty to Megatron goes above all things." he paused briefly and his voice went lower. "My happiness must always be put aside for his mission."

Red Alert snorted. "Did he tell you that?"

Shockwave didn't answer.

"Contrary to what he says, your happiness DOES matter," Red Alert argued, "I would like to tell him a thing or two about how important you really are."

Shockwave sighed and turned so that he covered her body with his. She blinked in frustration and frowned up at him. He stared down at her before running a claw up and down the side of her face, cherishing what he still had before it had to go away.

"Don't be foolish," he said, gently, "Neither one of our sides would let it be possible. Eventually, I have to return to Lord Megatron. If it were so easy otherwise, I-"

"You're not even trying!" Red Alert insisted, her optics filled with sadness, "Don't you even want to try?"

Shockwave looked at her for the longest time before he rolled off of her and stared back up at the stars. "More than you know..." he finally said. "But I can't."

Red Alert sadly looked up at the stars and suddenly felt like her whole scenario was similar to them; she wanted to reach one but they felt so far away, so far out of her grasp even though they were RIGHT THERE in front of her.

Red Alert eventually rolled so that she rested her cheek against his chest plates. She rubbed the Decepticon insignia on his chest and felt his hands against her, holding her to him. She tucked her head away so that he couldn't see the tears in her optics. Shockwave felt them drip onto his chest.

"It'll be okay, Red Alert," he assured her, "You're a strong femme."

Red Alert bit back a soft cry of pain before she relaxed and took a deep inhale. "Let's just stay here for a while," she said, her voice much softer now, "Please..."

Shockwave hesitated before he replied. "Very well..."

And he held her for Primus knew how long. It wasn't much longer before she fell asleep in his arms. He glanced down at her, finding a strange fascination with the way she slept close to him, as if she was afraid of letting him go. How odd that such an Autobot would have an impact on him. No other had given him such a warm sense of peace and happiness. He let himself cherish her by running a claw up and down her cheek.

For now, he held her.

For now, he would be happy with that. Until it went away.

It always had to.


	13. Setting the Stage

**Masquerade**

**Disclaimer**: Oh Gawd, I gotta stop doing these. LOL. And yet...somehow I can't seem to do so. If you guys ever get tired of these, let me know. I have MANY ideas involving other pairings, but this one I'm particularly stuck on. But stay tuned. With a devoted fanbase, I tend to be much more motivated to do these a lot. :) Now granted, this was a series of ideas that I originally had for my fic NEVER WILL BE, but didn't work out for the intended plot. So this one will be an AU fic that will work around an alternate version of the whole events of Animated involving Shockwave. So. Yup. There you have it. I promise there won't me too much sadness this time. :)

_"A single lie destroys a whole reputation for integrity."_

-Baltasar Gracian

_"A lie does not consist in the indirect position of words, but in the desire and intention, by false speaking, to deceive and injure your neighbour."_

-Jonathan Swift

**By: VampireQueenAkasha**

_"...all that unpleasant morality."_

-Shockwave, Transformers Animated

**Setting the Stage**

_Cybertron_

Sentinel was angry.

All he had heard all day was Rodimus complaining about finding Red Alert and Hot Shot. As acting Magnus, he had many more obligations to handle instead of two Autobots who were unlucky enough to disappear. With Megatron finally taken and locked away, the people now looked to him to be their leader. Ultra Magnus was still out of comission for now, but Hook reported that he was alive and still quite stable.

"Sentinel!"

Sentinel glared up at Rodimus as he stepped into his office with Ironhide. "What is it now?" he snapped.

"I want to send out a search unit to find them," Rodimus said, "I ask for your permission to do so."

Sentinel scowled and slapped a data pad down onto his desk. "No."

"Why not?" Rodimus asked, frustration in his voice.

"You're needed elsewhere," Sentinel told him, "Megatron's behind bars for the time being, but we still have other Decepticons to apprehend. I'm not going to have you chase after a piece of aft that YOU'RE not getting."

Rodimus' face plates heated with slight embarrassment and he took a swift inhale before flashing a glare at Ironhide who was giggling and attempting to cover it up with one hand. When the smaller mech noticed the glare, he immediately hushed.

"She has a name," Rodimus said, glaring at Sentinel.

Sentinel snorted angrily. "Yeah? And I'm so tired of hearing about her and her _unbelievably stupid_ name!" he spat, "It sounds like a warning for a rust infection!"

Ironhide grinned and nodded in agreement now that he considered Sentinel's words. "Yeah, it kind of does!" Rodimus flashed him another dark look of warning and he cleared his vocal apparatus before glancing down at the floor near his feet. "Shutting up..."

Rodimus looked back at Sentinel and attempted to be professional. "Sir..." he began, "That's really my own personal business."

"Well, you're not really getting ANY business," Sentinel shot back, "So quit pining after her like a little school bot and focus on more important things!"

Meanwhile, deep in Trypticon Prison, Megatron was calmly resting in his cell, smiling. He was sitting on the floor, his legs crossed and his optics closed. The other prisoners didn't appear to take any mind to the "Great Megatron" and simply continued to throw jeers and taunts out at the guards passing by.

"Such pitiful heroics..." he murmured to himself, "Optimus Prime, you will regret ever sparing my life."

He lifted his head and smirked, opening his optics and glancing down below to the lower floors of the prison. Deep through the floors where Trypticon Prison held something more. More than what these fools considered.

"They will all regret it..."

O

The Shepherd's repairs had all but been nearly completed. Red Alert spent a while bathing in the room that they had spent their time in. After she stepped out of the wash chamber, she stopped to look at herself in the mirror. With a sigh, she shut her optics and felt grief welling up in her intakes. Her pain was momentarily halted by the sight of a colorful cloak hanging on a rack. Curious, she picked it up and studied the patterns designed into it.

After a while, Red Alert stepped out of the bathing chamber to find Shockwave staring out at the stars from the edge of the berth. He glanced down when he felt her place the cloak around his shoulders. He glanced at her and she smiled.

"Just take it," she said, gently.

Shockwave felt no need to argue. Red Alert took a spot beside him and he reached one arm around her, placing the cloak over her as well. They just sat silently together, watching the endless void of space and stars in front of them. It was a while before Shockwave spoke.

"You showed me love..." he murmured.

She looked up at him. "What?"

"You showed me love," Shockwave repeated, looking straight ahead, "I did not know it could feel that way." He tilted his head to look down at her. The genuine confusion in his voice was almost charming on its own. "Is it supposed to?"

Red Alert laughed and gave him a tender smile. "If it's with the right one."

"Hm."

They were quiet again.

"I wish this didn't have to end," Red Alert said, quietly, "But it does, right?"

"I'm afraid so..."

He didn't seem as thrilled by the idea as she would have thought. Red Alert felt a sense of hope in this. Maybe there was a way that she could change his mind.

"But we have now," she told him.

Shockwave took a deep inhale before looking down at her. "Yes. We have now..."

Red Alert spent the time just talking with Shockwave alone for as long as she could, but time passed as it always did and he eventually wanted to make way for the bridge to check with Jhiaxus about the current status of the ship and its repairs. On the way, she continued to engage him in conversation and even asked him many questions of every kind, surprised by his lack of hesitation for all of them; he didn't even seem frustrated by the numerous questions she had.

"Do you have any dreams, Shockwave?" she asked, as they walked.

Shockwave glanced down at her. "Not really."

Red Alert laughed. "None at all? I'm sure you've had plans before your joining with Megatron."

"Hm...Well, I did have one..." he began. Then, he shook his head. "Never mind."

Red Alert was interested. "What is it?" she insisted.

"It's not important," Shockwave replied, "What is important is the here and now."

Red Alert nodded her head and smiled, glancing down. She was quiet for a moment before she spoke again. There was a hint of sadness in her voice that she attempted to cover up. "You know, I remember when I was young," she said, "I once looked at my father and asked him...'Father, what is it about mother you loved'. You've seen her. I could not comprehend how someone like my mother would ever be with someone like my father. He just smiled and laughed before he looked straight at me and said, 'Red Alert, no one in the universe is perfect. No one is a shining angel. But that is EXACTLY what makes them perfect. You love them for every flaw they have. I love your mother because she is perfect to me'."

Shockwave was quiet, listening to what she had said. "Your father taught you well..."

They entered the bridge and found Hot Shot with Jhiaxus, also asking so many questions.

"Hey, Jhiaxus; have you ever thought about hooking up with another lady?" he asked, with a grin, "It would be pretty hot if you could find someone, huh?"

Jhiaxus uttered a brisk snort as he bent down to retrieve spare parts on the floor. "It would be 'pretty hot' if you were to focus and assist with repairs," he said, skeptically.

Hot Shot shrugged his shoulders. "You can't tell me you've never thought of trying to tie the knot again."

"Never." Jhiaxus replied, "I am loyal and true to Eros until I join her in the next life."

Hot Shot blinked. "That's crazy."

"No. It's crazy when I see individuals replace reason for madness," Jhiaxus said, his voice taking on an edge, "It's crazy when so many die simply for the hatred and fear of their leaders. It's not crazy to remain faithful to someone you love."

Hot Shot held up two hands and grimaced. "Okay, okay, don't get so heavy," he insisted, "I get you."

Shockwave made a displeased sound. "Have we interrupted happy time?"

Jhiaxus looked at him. "The ship is functioning properly," he said, "Now we may continue our journey."

Shockwave took a step forward. "I must meet back with Lord Megatron," he told him.

Hot Shot snickered and shook his head with dismay. "Boy, Cyclops; do you like having your head all the way up his aft the way you do?" he sneered.

Shockwave flashed him a warning glare before he returned his attention to Jhiaxus. "You may return me to the-"

"Lord Megatron is of no concern to me anymore," Jhiaxus interrupted with a sad look on his face, "He has already been taken by the Elite Guard and sentenced to Trypticon Prison. There is nothing leading you." Then, he paused and tilted his head. His voice carried a hint of intrigue now. "Unless that was the intended goal all along?"

Hot Shot and Red Alert looked at Shockwave for an explanation. "What's he mean?" Hot Shot asked, frowning suspiciously.

"I realize that Megatron wanted nothing more to return to Cybertron at any costs," Jhiaxus continued, facing his student completely now, "He would go at any lengths to reach it. Of course, any good warlord would have another plan should the original fail to pass. He would need to give the impression that he was trapped, locked away for all eternity. But there lies the irony. He was taken to a place where he wanted to go all along."

Shockwave was silent for a while before he nodded. "Yes..."

"Would someone fill me in on what the slag is going on?" Hot Shot snapped, throwing his arms in the air.

Jhiaxus looked at him now and his optics were grave. "Surely you've heard the stories by the Autobot Elders," he told him, "They often spoke of a Decepticon city that could move, spout fire, and even talk."

Hot Shot laughed skeptically. "Yeah, but those are just stories!"

"You think only with your eyes, so you are easy to fool," Jhiaxus replied, "But Trypticon Prison is not just a detention center. It is the slumbering beast that once ravaged half of Cybertron during the First War."

Red Alert looked at Shockwave with pain. "Did you know about this?" she asked.

Shockwave didn't answer.

Red Alert sighed with a sad smile and nodded. "Of course you did." She turned to Jhiaxus now. "Okay, you need to take us back to Cybertron. We have to warn the Elite Guard."

"No." Jhiaxus replied.

O

"What?" Red Alert gasped. She stared at him as if she hadn't heard him correctly, "What do you mean, 'no'?"

"I will not risk the lives of my people," Jhiaxus told her, his voice deeply remorseful, "I am sorry, Red Alert; but that is not a chance I want to take. I do not wish to put any more innocent lives on board my ship on the slab."

Hot Shot scowled and thrust his hand behind him. "Oh, so you have no problem letting other innocents on Cybertron die then?"

Jhiaxus looked down at him, his features a mask of conflict. "They must first learn to help themselves," he argued.

"And who the frag are you to judge what's best for us?" Hot Shot shouted.

Shockwave glared down at him. "Don't speak to him that way, Autobot," he threatened.

"Yeah?" Hot Shot moved into his personal space and readied his torches, "Don't speak to ME that way!"

The two began to yell at one another back and forth and Jhiaxus closed his optics, his features twisting in a rictus of despair and mental anguish. Red Alert watched the scene for several long moments before her hands went to her audio receptors and she attempted to block out the arguing. She muttered "stop" over and over again before finally yelling it out loudly to the point that it vibrated throughout the bridge.

The three looked at her in surprise now. Red Alert sighed sadly. "Guys, Jhiaxus is right."

"He is?" Shockwave and Hot Shot said at the same time.

Jhiaxus looked confused as well. "I am?" he questioned.

Red Alert nodded her head. "We can't drag you into this any more than you already have been," she said, "It's not fair to you and your group. You've guys attempted to stay out of the fighting for so long. It...wouldn't be right to ask you to start again."

Jhiaxus said nothing and hung his head.

"Are there escape pods on the ship?" Red Alert asked, "Anything we can use to transport to Cybertron?"

Jhiaxus nodded. "Yes. Come with me..."

He left the bridge with Hot Shot following him. Red Alert started to go but paused and looked up at Shockwave. She took his hand into hers and looked like she was torn between leaving and staying with him. Shockwave seemed to sense that she was bleeding resolve and gestured with a flick of his head.

"Go," he told her, his voice softer now, "Don't worry about me."

She threw her arms around him and held there for as long as she could before parting and looking at him with despair in her optics. She walked away, holding his hand for several few moments before following Jhiaxus and Hot Shot. After a while, Shockwave eventually followed.

Jhiaxus took them down to the lower deck of the ship where there was a smaller transport vessel prepped. Red Alert and Hot Shot took a moment to study their surroundings and check the readings of the vessel. So far, everything checked out good. The smaller ship would give them plenty of time to reach Cybertron without a hitch, provided nothing gave them trouble on the way there. With no weapon defenses, that would give them more trouble than they needed.

"You know this is pointless," Shockwave told the two, "Megatron's plans are already coming to fruition."

Hot Shot picked up two spare parts in the vessel and held them up as if he had antenna like Shockwave and mimicked him in a low, mocking voice. "'Megatron's plans are already coming to fruition'..." he sneered.

Shockwave didn't enjoy his mockery. "Stop behaving like a child."

Hot Shot mimicked him again. "'Stop behaving like a child'!" he sneered.

Red Alert looked at Shockwave now and plucked the parts from Hot Shot's hands. "We'll take our chances." she said.

Jhiaxus stepped back from the vessel. "We must all care for our own, Red Alert," he told her, "I will never make the same mistake I made millions of years ago. The best fights are the ones we avoid and I want to avoid more shed Energon."

Red Alert chuckled softly and shook her head. "My father once told me that it's easier to run from a fight to avoid the pain. But being still and doing nothing are two very different things. You can stand up and make a change. You can face your oppressors and tell them the truth. If we stay here and hide away, they will keep fighting forever and no one will find peace. Change can only happen if you make the effort to bring that change instead of waiting for it to come to you."

Shockwave seemed to understand what she was really saying and he looked up with a flash of alarm in his optic.

Jhiaxus missed it-or at least seemed like he missed it-and nodded. "I understand."

Red Alert gave Shockwave a parting glance and then turned to Hot Shot. "Let's go." she said.

The ship's doors roared shut, leaving them with the sight of Jhiaxus and Shockwave watching. Red Alert watched Shockwave from behind the doors as the ship slowly began to lower through the bay doors. As it did, she lost all sense of hearing. The world around her no longer produced sound of any kind over the humming of her own central processor. Shockwave watched her as well; his chest swelled and his optic burned. Everything seemed to go slower as she descended further and further from him.

The pain was more excruciating than she had thought. She felt lubricant forming around her optics and struggled to contain them, but they came even as the smaller vessel departed from the Shepherd. Hot Shot piloted it away and didn't notice the tears in her optics until they were completely out of sight.

"Hey, what are you crying for?" he asked.

O

Megatron smirked, standing before a pile of dead Trypticon Prison guards. He approached the whirring energy core and pried the protective shield open before holding up an Allspark shard. Chuckling, he placed it into the chamber before shutting it.

"Arise...Trypticon." he announced.

The lights within the prison began to flicker wildly before they shorted out completely. The prisoners warily looked around, trying to comprehend what was going on. Then, every tube and circuit began to fill with bright red light, passing through the walls and windows of the prison. They trembled before an eerie, deep voice filled the air. It chilled even the most hardline prisoners behind their cell and drew shudders from the living, wounded Autobot guards.

_"I am...Trypticon..." _

"What...what is that?" they gasped, horrified, "Where's it coming from?"

Megatron smiled with pride. It would take time for Trypticon to completely power himself up, but there were plenty of prisoners to keep the Elite Guard busy once they found out and caught on to his plan. He brought his mouth close to an intercom speaker.

"ATTENTION INHABITANTS OF TRYPTICON PRISON, THIS IS YOUR LORD AND MASTER SPEAKING!" he declared, "SOON, YOU WILL BE FREE AND I WILL LEAD YOU TO GLORY! WE WILL RIDE TO OUR VICTORY!"


	14. Dies Irae

**Masquerade**

**Disclaimer**: Oh Gawd, I gotta stop doing these. LOL. And yet...somehow I can't seem to do so. If you guys ever get tired of these, let me know. I have MANY ideas involving other pairings, but this one I'm particularly stuck on. But stay tuned. With a devoted fanbase, I tend to be much more motivated to do these a lot. :) Now granted, this was a series of ideas that I originally had for my fic NEVER WILL BE, but didn't work out for the intended plot. So this one will be an AU fic that will work around an alternate version of the whole events of Animated involving Shockwave. So. Yup. There you have it. I promise there won't me too much sadness this time. :)

_"A single lie destroys a whole reputation for integrity."_

-Baltasar Gracian

_"A lie does not consist in the indirect position of words, but in the desire and intention, by false speaking, to deceive and injure your neighbour."_

-Jonathan Swift

**By: VampireQueenAkasha**

_"...all that unpleasant morality."_

-Shockwave, Transformers Animated

**Dies Irae**

_Cybertron_

_"...Worthless are my prayers and sighing,_

_yet, good Lord, in grace complying,_

_rescue me from fires undying..."_

_-_Requiem Mass, Thomas of Celano

Hot Shot hadn't stopped talking since they arrived at Cybertron. It didn't help put any level of calm in Red Alert considering how she wanted to approach the High Council about what Jhiaxus had suggested and what Shockwave had pretty much confessed to. From what she could see, Cybertron was still in one piece and there wasn't sight of anything out of the ordinary. Perhaps they were not too late after all. They still had time.

"Please, Red!" Hot Shot insisted, "Don't go crazy on me now!" He struggled to keep pace with her and ended up falling slightly before getting back up again. "This is nuts! And I usually have such a high tolerance for nuts, but you're overdoing it!" He watched as she stopped impatiently. "You can't just walk into the High Council and yell, 'Hey, guess what, guys? I was gone missing for a few stellar cycles. Oh, by the way, I just thought I'd like to point out that Trypticon Prison is a walking death machine that's going to kill everyone'." He laughed skeptically. "Think they have a special meeting for those sorts of things?"

"Are you finished?" Red Alert asked, arching her optic ridges.

Hot Shot glared at her. "Please, just hear me out!"

"Please, just be quiet."

They made their way toward the Metroplex and Red Alert could see Rodimus talking with Sentinel outside the doors. Rodimus suddenly looked in their direction and his optics widened in shock and relief. He quickly rushed up to them.

"Red Alert! Hot Shot! You're alive!" he exclaimed.

Red Alert nodded her head gravely. "Rodimus, we can talk about that later," she said, "Right now, I have to speak with the High Council."

Rodimus blinked in surprise and quickly followed her as she stepped through the Metroplex. "But don't you think we should-" he began.

Sentinel followed her with a gruff snort. "I'm glad to see you're back." He gestured with a flirt of his head to Rodimus. "This crazy gear-grinder wouldn't shut up about you and the hot head back there for a single nanoklick."

"Sentinel," Red Alert said, looking at him, "You're acting Magnus, are you not?"

"Yeah?"

"Then act like a leader and assemble the council," Red Alert told him, "It's of the gravest importance."

Sentinel blinked in disbelief before he sensed the seriousness of her tone and nodded. He moved further ahead and left the three alone. Rodimus watched him go before he looked down at Red Alert with a relieved smile on his face.

"Primus, I thought we'd lost you," he said.

Red Alert looked at him with a half-hearted smile before she glanced down at Hot Shot. "Come on," she told him, "I'm going to need you with me."

Hot Shot grimaced. "With you I can only imagine what slag I'm going to get into..."

Red Alert started to go, but Rodimus placed a gentle hand on her shoulder, stopping her. "Wait a minute, Red," he said, furrowing his brow plates with a look of mild interest, "Something's different about you."

Red Alert smiled and attempted to act nonchalant. "What? No there isn't."

"No. There is definitely something that wasn't there before," Rodimus argued gently, "I can see it."

Red Alert sighed and shook her head. Her voice was lower now and her spark felt a twinge of pain. "There are many things that have changed recently, Rodimus," she replied, "Some of them are more painful than others."

Rodimus frowned, confused by the meaning of her words as she walked away.

O

The High Council awaited Red Alert and Hot Shot''s arrival into the great hall. She stepped onto the dais in the center and gripped the railing tightly to keep herself calm. Each and every face stared down at her expectantly, awaiting the dire message she had to relay to them. Sentinel of course scrutinized the two from the Magnus chair with that constant dismay that he always had. Red Alert wasn't put off by his look either.

"Field Medical Officer, Red Alert," Alpha Trion began, "You stand before the Council with vital information regarding the safety of Cybertron. You believe it is threatened in some way. Would you please elaborate to the rest of us exactly what threatens Cybertron when Megatron is behind bars?"

Red Alert cleared her vocal apparatus before speaking. "It's true that Megatron had attempted to infiltrate Cybertron by any means necessary," she told them, "I have reason to believe that he wanted to be taken to Trypticon Prison all along should his original plan backfire."

Sentinel snorted. "And why exactly do you believe that he would?"

Red Alert wavered slightly, trying to figure out a good way of approaching this before she decided to just spill it.

"To resurrect the Decepticon Weapon called Trypticon," she answered.

The entire Council started whispering with one another, confused. Sentinel just laughed and rose from his chair. "Do you think this is some kind of game, Medic?" he snapped, "Trypticon? The Decepticon Weapon doesn't exist!"

"As a matter of fact...it does," Alpha Trion interrupted, his optics suddenly darker with intense thought. The members of the Council looked at him with surprise now. Alpha Trion focused intently on Red Alert now. "Though I am interested in knowing how you've come across such knowledge."

Red Alert glanced at Hot Shot with uncertainty and the smaller Autobot rolled his optics. "Oh for spark's sake..." he muttered. He glared up at the Council. "We heard it from Jhiaxus, okay?"

That got a reaction from the Council, including Jetfire and Jetstorm standing in the corner; their optics widened in shock and confusion. Clearly they didn't know what to think about the revelation of the old Decepticon warlord.

"Jhiaxus?" Sentinel snapped, in disbelief, "That old, dried up 'con's still functioning?"

"Yes," Red Alert said, sternly, "And he's anything but a Decepticon."

"I'm sure!" Sentinel laughed mockingly.

"How could you know anything about him?" Red Alert asked, her features a mask of conflict, "You never looked into his face did you? You never saw his eyes. You never saw the emptiness...the pain that he carries every single nanoklick for as long as he's alive." She looked to the Council now and spoke with every ounce of strength she had. "And Primus knows why; we've forgotten exactly what it is we stand for. We have forgotten the mechs and femmes who came before us...shed Energon for our rights. We've forgotten the very principles this room was built upon. Jhiaxus may have been a Decepticon warlord before, but those days are behind him."

"I'm not taking the warning of an exile!" Sentinel snapped, "Especially a Decepticon!"

"Do you mean me?"

Every head turned toward the doors of the Council hall and were shocked to see Jhiaxus standing there. Red Alert blinked in shock and Hot Shot giggled uneasily.

"That's it. We're slagged." he said.

Sentinel scowled and took a step forward. "How in the name of Primus did you get passed our security measures?" he demanded.

Jhiaxus arched his optic ridges and glanced back. "Oh? Is that what those were?" he asked.

"Jhiaxus!" Red Alert exclaimed, "What are you doing here? I thought you didn't want to be involved."

Jhiaxus smiled faintly at her. "It didn't take long for me to realize that you were right, my friend," he said, "In order for the madness to stop, one must take measures to ensure peace becomes possible. So...I merely walked right here."

Hot Shot blinked in surprise. "How the frag did you do that anyway?" he asked, "I don't know if you've looked in the mirror lately, but you kind of stick out in a crowd."

Jhiaxus chuckled at his joke. "Ah, you're quite a laugh, young bot." Then, his seriousness returned and he looked up at the Council. "Now do you see? We can coexist." His optics landed on Sentinel. "I do not wish to create Energonshed when it is not called for. Help me set an example today, Sentinel."

Sentinel snarled furiously. "I do not negotiate with Decepticons!"

"Pity," Jhiaxus replied, his lip curling.

Then, he moved fast; too fast for anyone to keep track of him. When he appeared again, he had gripped Sentinel's arms behind his back and held him with only one hand. The Council reacted with murmurs of surprise and Jhiaxus looked up at them.

"Good members of the Autobot Council..." he said, calmly, "Who of you is willing to die for this bot's madness?" There was no reply from anyone and Jhiaxus arched an optic ridge at the silence. "No one at all? That's what I thought." He released Sentinel rather harshly and the mech staggered from him, glaring furiously. Jhiaxus calmly returned the stare with an indifferent one. "I dare say my faith in Cybertronian kind is much stronger than yours."

"Is what you say true, Jhiaxus?" Alpha Trion suddenly asked, interrupting the tense silence, "Are we threatened?"

"Indeed you are," Jhiaxus told him, "Contact Trypticon Prison and you will most certainly see that Megatron has begun carrying his plan to fruition."

Perceptor actually acted and brought up a video screen of the detention center. What concerned everyone in the hall was the fact that there were no lights on in the entire facility and no guards roaming at their posts. If anything, it looked completely abandoned.

"What's going on?" Botanica asked, "Why are there no lights? Where are the guards?"

Jhiaxus looked grave now. "We don't have much time," he said, turning to go, "We have to get there now before Trypticon is awakened."

Sentinel glared at his departing back and made a move to lunge, but Jhiaxus whirled just as fast and seized his enclosed fist in one hand. Sentinel winced and gave a sharp grunt of pain as Jhiaxus twisted his hand back so that he had no choice but to lean away from the pain and drop to his knees. Jhiaxus glared down at him, but he was smiling now.

"What a rare opportunity this is, Sentinel Prime. I have often wondered what it would be like to gaze into the optics of one so devoid of compassion, love and civility. That he would abandoned his own troops when they needed you the most."

Sentinel grunted with indignant fury. "What?" he spat, gripping at Jhiaxus' unflinching arm, "You're dare going to accuse me of-"

"Ah, just as I predicted," Jhiaxus interrupted, the smile disappearing; only sympathy seemed to remain, "There is always something else out there in the universe that receives the blame whether it be a Decepticon or Primus himself." He tilted his head now, as if he were a large animal studying smaller, weaker prey. "What I cannot fathom is how anyone manages to respect you at all. You have done nothing but betray the title of a leader, forsaken your own troops and abused your power from the first moment you've cycled your first intake." He chuckled softly now. "That in itself is rather extraordinary."

Red Alert and the others watched this scene uneasily, wondering just what was going to come out of it. Jhiaxus just calmly continued speaking to Sentinel.

"It is true, I was once a feared warlord who had taken many lives and destroyed countless civilizations," Jhiaxus continued, staring down at Sentinel with a harder gleam to his optics, "But it appears that I know so much more about respect and justice than you seem to. I could snap you in half with my own two servos here on this floor if I wanted to. But I have not and I will not. However, take that warning into consideration the next time you attempt to threaten me or my friends. Do you understand?"

Sentinel didn't reply, but begrudgingly nursed his wrist when Jhiaxus released him.

"I will make my way to Trypticon Prison," Jhiaxus told the Council, "I would advise sending every available military hand on the way."

"I'm going with you," Red Alert said, stepping forward.

Hot Shot smirked and nodded. "Me too!"

Jhiaxus glanced at them for a moment before he nodded with a smile. "Very well."

As they departed, Hot Shot started to offer praise to Jhiaxus for what he had done to Sentinel. "That was so great, Jhiaxus!" he said, "What you did in there! You totally had Sentinel springing an oil leak! That was awesome!"

Jhiaxus sighed. "No, not great," he argued quietly, "I have often tried to look for ways not to resort to threats or violence. It was most unfortunate that it came to that."

Hot Shot laughed. "Aww, come on, old man!" he said, "You can't tell me you weren't happy to kick that arrogant aft around!"

"I didn't intend to kick anything when I walked in," Jhiaxus replied; he paused briefly before smiling just the slightest. "It was only most unfortunate that his aft was attached to such a small central processor."

Just then, Rodimus raced up to them. "Hey! Wait!" he called. When they stopped to turn to him, he smiled breathlessly. "I'm coming with you."

Jhiaxus looked mildly surprised. "Rodimus Prime. Your help comes as a surprise, but it is most welcome."

Rodimus nodded. "Let's go."

O

Trypticon Prison slowly began to shudder as Jetfire and Jetstorm soared close to it.

_"JETFIRE. JETSTORM," _Perceptor broadcasted through their link, _"DO YOU REPORT ANY CHANGES?"_

"Negative," Jetstorm said, "We do not have a visual on the acclaimed target."

"Wait!" Jetfire gasped, "Brother, look!"

The two fliers immediately focused all attention toward detention center, just as a sickening ripping sound filled the air. The ground began to split wildly, creating a wicked tear and scattering many terrified Autobots in the process. The ground around the prison cracked and slowly began to collapse, sending rubble raining down the gaping chasm. Several Autobots peered down it warily, just as a pair of red, deadly optics flashed on from the darkness.

The Autobots raced from the edge with screams of fright. Megatron observed the sight from within the peak of the detention center, laughing with mirth.

"Arise, Trypticon!" he bellowed, "Arise and show these fools your true power!"

The buildings around the prison began to collapse, just as an enormous, spiked, clawed hand burst free from the ground. Jetfire and Jetstorm couldn't believe what they were seeing. They transmitted images back to the High Council and they too, watched the scene with horror and disbelief. Emerging from the ground was a violet-gray shape that shook off the dirty and rubble and even several Autobots clinging uselessly to street lights. It had bright red optics and stood on two slightly smaller legs. Its body was hunched forward and it resembled a reptilian monster with huge, sharp fangs and a broad, golden crest. Its arms were easily longer than its lower body.

Branded on its chest was a large Decepticon insignia.

The creature tossed its head and let out a planet-shattering roar.

"Now then...destroy!" Megatron commanded, "Make for the Metroplex!"

_"Yes...Lord Megatron..." _Trypticon rumbled.

Trypticon raised his massive arm and swung it into a building, sending it crashing into millions of pieces. Jetfire and Jetstorm shot round after round of lasers at the creature's head, but Trypticon barely even noticed them at all. He just continued marching forward. The sounds of screams and destruction traveled even as far as Jhiaxus and his group's position. They looked up in horror, seeing a stack of smoke in the distance.

"Primus, are we too late?" Red Alert cried.

Jhiaxus' optics narrowed. "We have to make haste!"

_"Jhiaxus..."_

Jhiaxus frowned at the sound of Alpha Trion's voice through his COM-link. "Alpha Trion. What is it?"

_"Do you know how this monster can be taken down?" _he asked, _"I am certain you are aware that Trypticon had only fallen to slumber at the hands of the Old Primes. Mere laserfire is not enough to bring him down."_

Jhiaxus furrowed his brow thoughtfully. "Trypticon was no doubt activated by the use of an Allspark shard. It the only source of Energy powerful enough to awaken him so quickly."

Red Alert tilted her head curiously. "So if we remove it, would it shut him down again?"

_"Yes!" _Alpha Trion said, _"If you can get close enough to Trypticon and infiltrate him, it should work."_

Hot Shot grimaced and threw his arms in the air. "Aren't you all forgetting something?" he demanded, "That big, walking death machine is holding thousands of Decepticon war criminals! I'm really sure they're just going to let us walk right in and deactivate Trypticon!"

Jhiaxus calmly closed his link. "It appears we don't have much to worry about," he replied.

"Primus, are you kidding?" Hot Shot insisted, "You should be freaked!"

Jhiaxus sighed skeptically. "Thank you."

Red Alert took Hot Shot's hand. "Come on."

She dragged him with her and he yelped out, forced to follow her and the rest as they ventured forward. "No, No, No! Don't do this! Help! Help!" he cried, looking around, "Crazy lady bot-napping me! Help!"

Red Alert looked at Jhiaxus as they started forward. Her optics were filled with pain and she whispered out of audio-shot from Rodimus and Hot Shot. "Jhiaxus?" she asked, quietly, "Did Shockwave...?" She trailed off, hoping he knew what she was asking.

Jhiaxus smiled sadly at her. "He has made his choice. I'm sorry."

Red Alert forced the hot sensation building in her throat down and she nodded weakly. "I see..."

Then, Jhiaxus stopped walking. The other three stopped when they noticed he was no longer with them and saw that he was standing before a row of aged steps leading to a rundown building memorial. Red Alert frowned and approached him. She noticed his deeply focused expression; his mouth was slightly open and his optics seemed so far away now. His body appeared to tremble slightly beside her and soon enough, Rodimus and Hot Shot joined his side.

"Jhiaxus?" she said, concerned. "What's wrong?"

A memory flashed through Jhiaxus' mind. He saw himself holding the lifeless body of Eros in his arms on the same steps he was staring down at, screaming to the sky in despair. He snapped out of the memory and looked at her with tortured eyes for a brief second before hardening them.

"Let's go." he said.

Meanwhile, within Jhiaxus' ship, Shockwave silently observed the destruction taking place. He had made no attempt to go forward or back. He just remained stagnant and still, uncertain of what to do. He thought of what Jhiaxus had said before he ventured into Cybertron's streets.

_"You are free to make your own choice, Shockwave," Jhiaxus said, standing at the bridge's doors, "Red Alert makes you happy. I have known you your entire life and I have already seen a change in you. Do not confuse love for weakness."_

_Shockwave shook his head. "Megatron would never allow it."_

_"Megatron is not your puppeteer, Shockwave," Jhiaxus told him sternly, "He does not decide who you are. Red Alert has gone through the Pit and back to prove to you how she feels. She would even risk her own life to address the High Council of this matter. Love is not blind, Shockwave. Love is having your optics finally open to the truth." _

_Shockwave silently watched as he turned. "What are you doing?" he asked._

_Jhiaxus stopped for a moment and didn't look back. "Ending this once and for all..."_

Shockwave contemplated everything Jhiaxus had mind went to the laughing, smiling face of Red Alert. How she looked at him with more than awe, more than affection. How her optics filled with adoration when he was near.

Finally, he broke from that moment of conflict and ventured out of the ship.


	15. Into the Abyss

**Masquerade**

**Disclaimer**: Oh Gawd, I gotta stop doing these. LOL. And yet...somehow I can't seem to do so. If you guys ever get tired of these, let me know. I have MANY ideas involving other pairings, but this one I'm particularly stuck on. But stay tuned. With a devoted fanbase, I tend to be much more motivated to do these a lot. :) Now granted, this was a series of ideas that I originally had for my fic NEVER WILL BE, but didn't work out for the intended plot. So this one will be an AU fic that will work around an alternate version of the whole events of Animated involving Shockwave. So. Yup. There you have it. I promise there won't me too much sadness this time. :)

_"A single lie destroys a whole reputation for integrity."_

-Baltasar Gracian

_"A lie does not consist in the indirect position of words, but in the desire and intention, by false speaking, to deceive and injure your neighbour."_

-Jonathan Swift

**By: VampireQueenAkasha**

_"...all that unpleasant morality."_

-Shockwave, Transformers Animated

**Into the Abyss**

_Cybertron_

Trypticon bellowed out and unleashed a barrage of cannon fire from one of the many turrets mounted on his body, shredding buildings in his paths and obliterating Autobots in every direction. Several screamed and attempted to avoid the great monstrosity. Trypticon's great cannons sent out laser shots through the air. They streamed across the sky and contacted buildings, splitting them in two. They began to collapse, almost directly over Red Alert. Her optics widened in horror and she made a mad dash to avoid the rubble. Something moved quickly, knocking her out of the way so that she rolled across the street.

Red Alert grimaced and could make out the sound of Rodimus desperately calling for her. She looked up and was stunned to see Shockwave looking back at her. A broad grin touched her face and she immediately threw her arms around him. She was so happy to see the Decepticon again, it was practically embarrassing.

"You have quite a habit of standing in the way of things that can kill you," Shockwave muttered.

Red Alert couldn't resist a giggle. "I know."

When Rodimus and the others approached, the Autobot Prime immediately raised his bow and arrows at Shockwave. "Well, look what we have here!" he hissed, with menace, "The attacker of Ultra Magnus walks right in my path."

Hot Shot smirked and approached Shockwave as he stood up. "Well, I hope you're here to apologize." he said. Then, he chuckled teasingly. "Luckily, my war training included inter-unit codes. I will simply render the secret Cybertronian knock, and we'll be welcomed by the native Cyclopean machinery. Stand aside, my meager companion!" He tapped rather roughly on Shockwave's helm in rhythm with his next words, smirking comically in the process. "Hello there, jumbo freakshow!"

"Stop that, you great twit!" Shockwave snapped, slapping his hand away.

Rodimus glared down at Hot Shot. "Be quiet!" he barked, "I have to take care of him here and now!"

"Rodimus, wait!" Red Alert pleaded, moving in between Shockwave and the Autobot, "Please...just listen to me for a moment. There's something you need to know!"

"Not now, Red Alert," Rodimus snapped, "Move aside."

"No," Red Alert said, with intense pain and defiance, "I'm sorry, Rodimus. I can't let you kill him."

Jhiaxus watched the interaction with pity in his optics. He had prepared for this and knew it would get worse. He watched an odd look cross Rodimus' features; he apparently didn't get the idea of what was going on at first.

"What?" Rodimus snapped, squinting at her suspiciously, "Why?"

Red Alert could only stared at him sadly before closing her optics and hanging her head. Rodimus stared at her for the longest time before realization slowly lit his features. He lowered his bow equally as slow. He took a deep inhale and shut his optics before staring down at her with anguish in his optics; the pain reflected in that gaze was practically broadcasting it to her. His voice was even calm next, which surprised the others.

"I see..." he finally said.

Red Alert opened her optics and looked up, shocked. "You do?"

Rodimus fitted his bow behind his back and his tone was cold, but still remained even. "How long?" he asked, quietly.

"What?" Red Alert wasn't sure if she heard him over the roar in her audio receptors.

Hot Shot threw his arms in the air. "Who gives a frag how long?" he snapped, "We've got a HUGE monster stomping around Cybertron! Do you guys still see it? Everyone else sees it! It's as big as Iacon! But you all are looking the other way and worried about this crazy woman's love life!"

Rodimus nodded his head coldly. "We'll talk about this when all is said and done," he said, giving Red Alert a mildly harsh stare before he turned.

Red Alert calmly nodded as well. "Then I look forward to your grievances, Rodimus Prime." she said, equally as harsh.

As they started forward again, Hot Shot looked at Red Alert with surprise. "Why wouldn't you tell me?" he asked.

Red Alert stared at him skeptically after a long pause. "Why wouldn't I tell _you_?"

As they made their way toward Trypticon, a familiar shout caught their attention. Chromia and Moonracer rode up to them before transforming; Moonracer's shoulder was completely singed and battered and she winced slightly.

"Red Alert!" Chromia panted, "It's terrible! Trypticon's taken out almost half of Iacon already!"

Red Alert immediately moved to Moonracer and touched her wounds. "Are you okay?" she asked.

Moonracer chuckled and shrugged. "You tell me. How does it look?"

"Like it hurts," Hot Shot said, chuckling weakly.

Red Alert removed a hypodermic gun from a compartment on her side and looked at her friend. "I'm giving you something to numb the pain," she told her, "It looks like a surface wound. Nothing very serious."

Moonracer flashed a smirk. "What do you mean? Are you saying this isn't attractive at all?" she asked, thrusting her shoulder out a bit.

Hot Shot snickered. "A little bit."

Moonracer looked at Shockwave and gave him a respectful nod. "Hey. I was wondering when we'd see you again," she teased, "I hope Red's not more than you can handle." She laughed at her teasing joke, but noticed Red Alert silently shake her head, advising her to keep quiet before gesturing discreetly in Rodimus' direction. Moonracer arched her optic ridges in surprise and glanced at Rodimus before she grinned, getting the idea. "Okay, I'm shutting up."

Chromia looked at the group. "The Elite Guard's making their way toward Trypticon now, but we don't know how long we can hold him off!" she said, "He's already decimated half of West Iacon already! Nothing we shoot at him is bringing him down!"

Jhiaxus nodded his head. "Trypticon's scanners can detect traces of movement for many miles," he told her, "We need to get inside and disable him. But in order to do so, we require a distraction."

The entire time, Red Alert appeared to be deep in thought, uncertainty crossing her face.

"Wait," she said, looking at Chromia, "Did you say West Iacon's been hit?"

Chromia nodded. "Yeah. Moonracer and I went through. Trypticon's laser's ripped the place apart."

Red Alert's optics widened in horror. "Oh Primus, no..."

Jhiaxus frowned at her. "What is it?"

"That's where my parents are."

O

Jetfire and Jetstorm dove directly for Trypticon's head, realigning themselves for a direct shot to his optics. Below them, Elite Guard troops and Autobot security forces were attempting to create some kind of dent in the great beast, but Trypticon was not stopping for anything.

"We need Metroplex's weapon turrets online!" Jazz shouted through his COM-link among the chaos, "He's moving your way!"

As Jetfire and Jetstorm swerved beneath Trypticon's swinging tail, an attack bay door opened at his side and dozens of Decepticon prisoners began to fly toward them; only a few among the swarm were Lugnut and Cyclonus.

"FOR LORD MEGATRON!" Lugnut bellowed.

Just moving away in time, the two Autobot fliers barely dodge the oncoming enemy Attackers as they unleashed a hailstorm of firepower and sending it showering from the sky. Autobots scrambled to get out of the way and narrowly missed being obliterated by the onslaught of fire.

Megatron observed the chaos from above with a smirk. "Now this is the day the Autobots fall."

Meanwhile, Red Alert was frantically making her way through the rubble of what remained of West Iacon. The others were behind her; nearly everything was destroyed. Several fires were lit, crackling through rubble and debris. There were younglings crying for their parents and several noncombatants picking through wreckage. Jhiaxus knotted his brow with anguish at the sight and he recalled the time he trudged through fallen empires in a similar fashion as the aggressor.

Then, Red Alert looked up toward a building that had nearly been compacted on one side and leaned into another building. Her optics widened in horror and she quickly rushed toward it. The others followed her.

"Red Alert, wait!" Shockwave called.

Hot Shot groaned. "Oh Primus..." he muttered, studying the towering building, "Please tell me your parents live on the ground floor."

Chromia grunted in disgust. "You know, I've shot things that complained less than you..."

Red Alert approached the sparking doors and peered inside before she looked at Chromia and Moonracer. "I need you two to come with me!" she said, "The rest of you keep a watch!"

Rodimus shook his head and looked up at the building as it swayed slightly. "Be careful, this building can go at any second!"

The three femmes entered the building carefully; it was now a labyrinth of debris. Lights sparked wildly and fixtures swayed from broken wires. The others watched as they disappeared from sight and Rodimus finally spoke, directed to Shockwave.

"You're quite a liar," he said, his voice soft, but filled with contempt.

"Almost as good as you," Shockwave replied.

Jhiaxus looked at them, sensing a fire brewing between the two.

"I don't understand what she ever saw in you to begin with," Rodimus snapped, his calm demeanor disappearing to an extent, "You know the Council's going to have their way with this. And you're being so selfish about it." He laughed scornfully and turned completely so that he faced the taller Cybertronian. "Oh, wait. I forgot. You're a Decepticon. I forgot that feelings for others don't come so easily for you and yours."

Hot Shot frowned and took a step forward, but Jhiaxus put a hand on his shoulder and shook his head at him. He did and said nothing but...watched.

"Yeah, that has to be something," Rodimus continued, glaring up at Shockwave, "Living without guilt for those you've killed; deceiving someone who clearly feels something for you. I can't help but think that Red Alert's just taking pity on you. What sob story did you fill her head with?"

Shockwave's voice was quiet, but when he spoke, there was an edge to it. "I suggest you step away from me, Rodimus..." the Decepticon whispered.

Jhiaxus caught that slight gleam of potential murder in Shockwave's voice and he pricked his head up with interest. Shockwave's faceplates were inches from Rodimus' and his tone suggested that he was nearing the edge of that dark space where logic no longer ruled.

"You don't deserve any second chances after what you've done!" Rodimus bellowed in his face, "You don't deserve her and you damn well don't deserve to live for those others you've killed!"

"Back away from me..." Shockwave hissed, his voice taking on a razor's edge. His red optic flashed.

Rodimus paused briefly before smirking coldly. "No. You know what? You're not worth it. You're not," he said, shrugging his shoulders calmly, "It's not worth it knowing you're going to be dead after all this is said and done. And Red Alert will just have to deal with your absence."

Suddenly, Shockwave lashed out and smashed his fist in Rodimus' throat. The Autobot Prime gave a swift gag of shock and grabbed at his throat, dazed by the blow. He attempted to defend against Shockwave's second attack, but Shockwave kicked him in the abdomen and sent him stumbling back into the wall of the building. He was upon him in a flash and seized him by the throat with one servo. Rodimus gagged and sucked his denta before glaring up at him.

"You can't even kill a single Prime!" he spat, his voice distorted by his crushing vocal apparatus, "You are pathetic!"

Shockwave's voice was darker than Hot Shot and Jhiaxus had ever heard before in a long time. "A mistake I will have to rectify right now," he whispered, raising his claws that sparked with violet electricity. They cast eerie glows over his pitiless features. He brought them to Rodimus' optics. "I have so very much longed to take your life, Rodimus Prime. Your death after so much grief would make it that much sweeter!"

Jhiaxus' optics narrowed. He had seen enough.

"Shockwave!" he warned, "Stand down."

Shockwave appeared to hesitate for a long time, keeping his claws level with Rodimus' optics. After a moment, his optic appeared to flicker with realization before he released Rodimus and stepped back from him. He shook his head and repeated Rodimus' words.

"_You're_ not worth it. You're not," he growled, "It's not worth it knowing _you're_ going to be dead after all this is said and done."

Rodimus scowled and angrily rubbed his neck joints and wires.

O

Red Alert, Moonracer and Chromia made their way through the upper floors of the building. They staggered to one side as it groaned loudly, a warning that it could collapse at any moment. Red Alert looked around.

"Mother!" she yelled, "Father!"

Suddenly, a soft moaning sound filled the air; it almost sounded like it weakly carried Red Alert's name. Chromia cocked her helm and lifted a hand. "Shhh! You hear that?" she whispered, "I think I hear something."

Red Alert and Moonracer tensed, looking around and straining to hear the sound. Then, they heard the weak call again and Red Alert immediately moved toward an apartment door before kicking it down. She rushed inside, scrambling through debris and rubble as well as dodging sparking wires. Moonracer and Chromia immediately followed behind her, taking care to avoid the dangerous, exposed wiring around them.

"Mother?" Red Alert called, worriedly, "Father?"

Chromia jumped over a damaged berth and stared down a gaping hole in the floor where a beam had fallen through. She gasped in shock and looked back at the others. "I think they're down here!" she said; she cupped her mouth and called down, "Sill? Phaeton? We're here! We're coming down!"

The three took great care in sliding down the beam to the lower floor. They had to switch on their lights to see anything in the darkness. Sure enough, they spotted Sill and Phaeton buried beneath the rubble of the apartment; Phaeton's leg was impaled with a piece of metal and Sill was lying on her side beneath a beam. Red Alert immediately went to her mother's side and grimaced, attempting to lift the beam off.

"We have get this off of her," she told Chromia, "Moonracer, see to my father!"

Sill mumbled something as the two femmes lifted the beam off of her. Moonracer knelt to Phaeton and he slowly, weakly started to come to.

"Hey, are you in there, old man?" Moonracer asked.

Phaeton grimaced and his optics flickered on before he looked around. "Ugh...I'll feel that in the morning," he muttered. As he struggled to stand, he gave a shout of pain from the wound in his leg and fell back to the floor. "Yeah...and that too."

Sill was slowly regaining consciousness as the other two slowly and easily lifted her into a sitting position.

"Mother, are you okay?" Red Alert asked, worriedly.

Sill blinked, not even fazed by the Energon that soaked her head. "Oh, Red Alert. No, no, I'm fine," she insisted, as they attempted to help her stand, "There's no need to worry about me. I've been blown up worse than this!"

Phaeton groaned as Moonracer slipped one of his arms around her neck. "We didn't even see it coming," he grunted, "It came out of nowhere."

Red Alert looked at her mother. "We're going to get you out of here. Just-"

Suddenly, there was a loud rumble and a snap. The group looked up as the beam holding up the collapsing ceiling began to buckle. The ceiling was slowly beginning to crack and splinter and it wouldn't be long before the entire thing collapsed on them.

"We gotta go, hurry! Let's go!" Phaeton shouted.

They quickly made their way through another door and out into the hallway, just as the ceiling slowly began to collapse. From outside, the others watched in horror as the building began to buckle under itself. Hot Shot rushed forward.

"CHROMIA!" he shouted, "MOONRACER! RED ALERT!"

Not soon after he had shouted, Red Alert and the others were making their way out of the building. "We're okay, we're coming out!" Red Alert called.

Immediately, Phaeton was gently placed onto the ground where Red Alert bent down to his leg, inspecting the puncture. He gritted his denta and chuckled weakly.

"How's it look, doc?" he asked.

Red Alert glanced up at him. "I'm glad you're alive, father..." she said, smiling.

Phaeton glanced up at Shockwave as Red Alert began to prepare her tools to remove the object impaled in his leg. "Why is he here?" he asked.

Red Alert glanced back, watching Shockwave for a moment before she chuckled softly. "I don't know, father," she said, "But I'm glad that he is."

Phaeton tilted his head curiously before he laughed gently. "I see."

Red Alert paused in her work and looked up at him. "You do?" She trailed off and cleared her vocal apparatus. "What do you think about that?"

"Red Alert, sweetspark..." Phaeton murmured, smiling warmly at her embarrassed expression, "Do you honestly believe that I'm going to sit here and judge you? I have seen enough war to last me a lifetime and beyond. I can't say that I'm not surprised. He IS Shockwave, after all. But if he takes care of you and treats you properly... If you are truly happy with him, who am I to pass judgement on my only daughter?"

Red Alert couldn't resist the smile in return before it disappeared and she sighed. "I wish the others were so understanding..." She shut her optics and gave him a sorrowful look. "I'm sorry I wasn't here to stop this from happening."

Phaeton patted her hand with a smile. "Stop blaming yourself, you got us out of the building, didn't you?"

An explosion rang out in the distance, followed by screams. They cast their gazes toward the horizon before Jhiaxus scowled.

"We must hurry!" he said.

Hot Shot shook his head. "We're going to die, you know that?" he muttered.

Sill slapped his shoulder. "Hush up, boy," she snapped, staggering to her feet. "Do what you're told."

Red Alert stood up and looked at Chromia and Moonracer. "Take my parents somewhere safe. Make sure that you tend to any others wounded as well."

"You got it," Moonracer replied, bending down to take Phaeton's arm, "Come on, old bot."

Red Alert backed away and Jhiaxus smiled reassuringly. "They'll be fine. They are in good hands."

"So what's the plan then?" Red Alert asked, looking at them.

"We find a way inside Trypticon," Jhiaxus told her.

Red Alert arched her optic ridges skeptically. "I know, I mean. How do we do that?" She grimaced at the silence from them all and put her hands on her hips with dismay. "Oh dear Primus, no one has a plan, do they?"

Shockwave tilted his head. "Lord Megatron has failed to contact me after several attempts," he said, casting his gaze toward the destruction. "I am certain if I-"

Hot Shot mimicked him mockingly and waved his hands in the air. "'Lord Megatron'. Lord Megatron'," he muttered, "Primus, I'm getting so sick of hearing about your precious Lord Megatron! Why don't you bond with him if you love him so much?"

Shockwave glared down at him. "In my entire life of functioning, I have never encountered a repulsive creature that carries the congenital ability to make my audio circuits bleed."

"Stop it, you two," Red Alert scolded. She looked at Shockwave now and her optics filled with sadness. "You have to make a decision right here and now. I've never wanted to put that on you to begin with, but you have no choice. Are you with us or against us?"

Shockwave looked at every expectant face watching him. Rodimus scowled with contempt and shook his head. Shockwave had no idea what to do. He had come to find Red Alert to make sure that the Autobot Council had not ended her life. Regardless of his decision he would make, he wanted to be sure that she was okay, whether or not he was permitted to ever have her. Maybe if he simply talked with Megatron...

"Look, we gotta go!" Hot Shot interrupted, "We can chat along the way! Trypticon's going to make a meal out of the rest of Cybertron if we don't hurry!"

The group continued forward without so much as a second word on the matter. Red Alert smiled up at Shockwave, though her optics revealed pain all the same. She slipped a hand around his and he glanced down at it before looking at her. Rodimus caught the sight of this and his optics narrowed angrily before he sighed and glanced straight ahead.

"It's a shame we have to concern ourselves simply because of his decision to his leader," Rodimus snapped.

Shockwave glanced down at him. "Well, maybe one day you'll be the leader and you can make the rules."

"I doubt that," Rodimus muttered.

"Me too." Shockwave answered.


	16. Approaching Resolution

**Masquerade**

**Disclaimer**: Oh Gawd, I gotta stop doing these. LOL. And yet...somehow I can't seem to do so. If you guys ever get tired of these, let me know. I have MANY ideas involving other pairings, but this one I'm particularly stuck on. But stay tuned. With a devoted fanbase, I tend to be much more motivated to do these a lot. :) Now granted, this was a series of ideas that I originally had for my fic NEVER WILL BE, but didn't work out for the intended plot. So this one will be an AU fic that will work around an alternate version of the whole events of Animated involving Shockwave. So. Yup. There you have it. I promise there won't me too much sadness this time. :)

_"A single lie destroys a whole reputation for integrity."_

-Baltasar Gracian

_"A lie does not consist in the indirect position of words, but in the desire and intention, by false speaking, to deceive and injure your neighbour."_

-Jonathan Swift

**By: VampireQueenAkasha**

_"...all that unpleasant morality."_

-Shockwave, Transformers Animated

**Approaching Resolution**

_Cybertron_

Jhiaxus was the first to run up the length of Trypticon's tail. Rodimus followed behind him and then Red Alert and lastly, Shockwave. They quickly rushed through an attack bay door as it roared open, unleashing several flying Decepticons out into the city. They stepped into shadows and a poorly lit corridor where the pulsing sound of Trypticon's life signals echoed. It sounded far away and yet so close it was disturbing.

"What in the name of Primus is that?" Hot Shot whispered.

"That is Trypticon's life beating around us," Jhiaxus explained, "We must hurry and find it. Then we may snuff it out completely."

Hot Shot looked around. "This place is huge!" he said, "Maybe if we split up, we can cover more ground."

They looked at each other before Jhiaxus nodded and started forward toward a map on the wall. Hot Shot groaned.

"No wait. That's a bad idea!" he insisted, "That's a very bad idea!" He grumbled to himself. "No one ever listens to me. And when they do...we're going to die."

Rodimus watched as Jhiaxus began to discuss a plan with Shockwave and he took that opportunity to pull Red Alert aside. "Red, I really think we need to talk about this," he said; his anger was gone and now he looked completely resigned.

"Talk about what?" she asked, keeping her optics focused around her.

"You know what..."

Red Alert glared at him. "Rodimus, there are SLIGHTLY more pressing matters at hand right now."

"I just want to know where I failed," he snapped, his optics filled with a mild sting.

"I don't think we should be talking about this right now." Red Alert whispered fiercely.

Rodimus argued as always. "I think we should!"

Jhiaxus looked back at them calmly, taking a moment to listen to their argument before he interrupted. "If there is nothing more that needs to be said, I believe we should be moving on," he advised, "I will go with Red Alert and Shockwave down the Eastern corridors. Hot Shot and Rodimus? You will take the West. We will meet back together through the North and make our way toward Trypticon's spark chamber. Be cautious along the way. There are certainly a bounty of Decepticons eager for a fight."

Rodimus scowled. "Who are you to make all the calls?"

Jhiaxus' optic ridges arched and he turned, facing him. "Rodimus. I advise you to keep whatever ill-feelings you have toward me or Shockwave on hold for the time being," he said, quietly, "When this is over and if I am still functioning, I will be more than happy to speak with you about it."

Rodimus glared at him before he snorted gruffly and turned. "Hot Shot, let's go."

Hot Shot glanced up at him skeptically as they started forward. "You have an anger problem, Rodimus," he said, chuckling.

"I don't have an anger problem, I have an idiot problem!" Rodimus snapped.

Jhiaxus shook his head with dismay and turned to the other two. "Shall we?"

As Hot Shot and Rodimus walked alone, Rodimus sighed impatiently and looked down at Hot Shot.

"She's mad at me, I know it," he muttered, "Why is she mad at me?"

"Well, why don't you just ask her?" Hot Shot asked.

Rodimus shook his head. "Look, Hot Shot; when a femme's mad at you and you have to ask, she gets mad because you had to ask in the first place," he muttered, "You know?"

Hot Shot frowned thoughtfully. "Uh..." he began.

"Never mind, don't answer that." Rodimus said, with a sigh.

O

Shockwave, Red Alert and Jhiaxus made their way across a bridge that hovered over a pool of blue fluid. Red Alert blinked before she tilted her head. A strange sound filled the air that gradually grew in volume. Jhiaxus and Shockwave apparently heard it too because they froze in their spots and cast their attention toward a staircase where two Decepticons were now standing. One was larger than the other; practically as big as Bulkhead, but was mostly black and had spines covering his body with a wicked underbite. The other was thinner and green with a bucket-shaped helm and had long, VERY long claws.

"Hey! Look who's joined the party!" the larger Decepticon sneered, "If it ain't Jhiaxus himself."

Jhiaxus calmly regarded the two Decepticons. "I'm quite pleased to see the bounty hunters Snapper and Plague in one piece," he said, "Tell me, have you two come to challenge us?"

Snapper chuckled dryly; he was the skinny one. "Hey, come on now," he sneered, "You know Lord Megatron's rules are law. And here we find you aiding Autobots." He sucked in a break through his intakes with dismay. "For shame, old bot. For shame."

"I come to those in need, Snapper," Jhiaxus replied.

Plague chuckled dryly. "We know why you're here. You want to destroy Trypticon. We can't let you do that."

Jhiaxus only nodded his head sadly. "I see you've made your decision, young bots."

"Yeah. Sorry about this," Snapper said, though he didn't look sorry at all, "But it's high time we bring the pain on the traitor."

Jhiaxus' optics narrowed now. "Pain? How dare you use that word," he growled, in a darker voice. He took a step toward them. "What you perceive as pain is but mere shadow and smoke. The reality of it is much, much worse. Do you think you understand what pain really is?"

The two bots glanced at one another before smirking.

"Yeah." they said together.

Immediately, Plague and Snapper produced two large weapons on their wrists and fired at him. Jhiaxus quickly jumped into the air to avoid the shots before one struck his shoulder and he plummeted into the water below. Red Alert gave a cry and rushed toward the railing, peering down it to see if she could get a glimpse of the Decepticon. The two behind her laughed cruelly and slapped high-fives at their act.

"He shoots!" Snapper yelled with glee, "He scores!"

Shockwave glared intensely at him. "You will regret that."

Plague smirked nastily. "Shockwave, you know the rules, my friend," he said, "Anyone caught aiding Autobots goes down. And from the looks of things, you got yourself a fine little number under your servos, huh?"

Shockwave grunted, surprised. "How did you-"

"Megatron already knows," Snapper said, with a teasing laugh, "He just doesn't have a full verdict yet on what to do about it. After all, you did succeed in his missions several times. He's contemplating on letting you have your fun for now."

Red Alert glanced at Shockwave worriedly. He seemed oddly calm despite what Snapper had said. The smaller Decepticon waited there with dramatic emphasis before he laughed and aimed his weapon at Red Alert.

"Time's up!" he declared.

Just then, a bestial sound filled the air and something streaked passed Snapper in an inky blur of gray and white. His spinal relay was snapped almost cleanly in half and he collapsed to the floor in a puddle of Energon. Plague's optics widened in horror and he looked up, moments before the animal shape surged over several beams. He attempted to shoot at it, but his laser fire missed every single shot. Shockwave and Red Alert watched in mute disbelief as a quadrupedal shape charged at Plague with a monstrous snarl and slashed his helm. It moved entirely too fast for them to see its details.

Then, the shape landed in front of Red Alert and Shockwave.

It looked like a mechanical wolf and had a thin, streamlined body that was slightly hunched over; the plating around its shoulders was sharp and tipped. Most of its body was covered in jagged, terrible scars. It had long, dangerous claws and a terrifying, horned animal helm filled with razor-sharp denta. Its optics flashed with red fire and it rose up on two legs, letting out a fierce, leonine roar. Plague staggered back from it, terror on his face.

"No!" he shrieked, "Stay back!"

Plague turned and ran with frightened whimper as the creature eventually folded itself into Jhiaxus, who gave off a small, shuddering growl. Red Alert blinked in surprise, shocked by the sight of one of Jhiaxus' alternate forms being something so...frightening and monstrous. She knew that he was a triple-changer and could only imagine what his other alternate mode was.

"Jhiaxus..." she began.

He gave a weary smile. "Sometimes those sort of fools do not realize who they face until they see the monster for themselves..."

Shockwave shook his head. "I don't understand you, Jhiaxus," he said, confusion in his voice, "Why are you so willing to stand against vast armies to protect...them? The very same fools who don't care whether or not you live or die?"

"Well, it's a good thing their opinions make so little difference to me," Jhiaxus replied, with a small chuckle, "Otherwise that would have inflicted harm." He turned and looked at him. "I decide my own fate, Shockwave. No one else can make that for me. Just as you have the power to decide your own."

Outside of Trypticon, Sentinel watched as the massive creature lumbered his way toward the Metroplex. His optics narrowed with unease and anger at the sight before he turned to Cliffjumper and gestured furiously.

"Get those turrets on him now!" he commanded.

Every turret on Metroplex turned toward Trypticon. Megatron watched this with an amused chuckle and was not worried in the least. "The fools..." he sneered, "Do they really expect to bring down a Decepticon War Machine?"

The turrets unleashed a barrage of heavy artillery fire directly for Trypticon. Two shots collided with Trypticon's shoulder and the creature roared out in anger and pain, twisting back from the blast. Several other shots veered over him as he moved to avoid them and took out buildings in their path. The blasts rocked the inhabitants within him and as he lurched backwards, everyone inside began to tumble backwards as well.

Jhiaxus' claws dragged down the length of a wall, leaving sparks before he retracted his sword and drove it deep into the wall, struggling for some form of leverage. Red Alert shrieked as she slid toward the darkness of the pits below before seizing Jhiaxus' leg. Shockwave's claws scrabbled for some kind of reach and slid over the edge. Red Alert's optics widened in horror.

"Shockwave, NO!" she screamed.

As he plummeted toward his doom, another hand shot out and grabbed his arm, stopping him from falling to his destruction. He looked up in surprise and noticed that Rodimus had caught him from another floor. Hot Shot was dangling from a railing and groaning in fright. Rodimus glared down at him for several moments before he chuckled cynically.

"Count your blessings, Decepticon," he said, "I care more about Red Alert's happiness than I do about you."

Shockwave said nothing as he hung there.

Finally, they were relieved as Trypticon began to move forward again, allowing them to reach safe ground. Red Alert quickly peered down the seemingly endless pit to try and see if she could spot any sight of Shockwave. She was thrilled when she saw him being pulled up by Rodimus and Hot Shot.

"Thank Primus!" she said.

Rodimus looked up at her. He still seemed very displeased, but smiled anyway. "Hey, glad to see us?" he asked.

Red Alert couldn't resist her relieved smile. Then, her optics narrowed and she scowled. "They fired on Trypticon. They knew we were in here and still fired anyway!"

Jhiaxus nodded gravely and she could see a bare hint of disdain in his gaze. "Sentinel will go at any lengths to defeat his enemies, even those he _feels _are an enemy," he replied. He walked toward the edge of the railing and called down to the others. "Are you alright down there?"

"We're fine!" Rodimus called, "We'll meet up with you!"

"Good. Stay safe," Jhiaxus advised. He looked at Red Alert. "Let's go."

O

Rodimus, Hot Shot and Shockwave moved down Cell Block D tense and seeking any sort of trouble that could emerge from the shadows. As they walked by a cell, an aged, dry chuckle emerged, one that was familiar to Rodimus.

"Zero..." he said, turning toward it.

Inside the cell housed a dark violet Decepticon resting on the berth. He had no optics which had been scratched out from a vicious battle that Rodimus remembered hearing about from Kup. His helm was mostly exposed wiring and his jagged face pulled up with a grin, nearly stretching his armor unnaturally.

"I can see you've come far, Autobots..." Zero whispered, "So far to destroy the creature."

Hot Shot chuckled uneasily, but made it his point to sound tough; it failed. "Why, I don't believe I've ever seen such a creepy smile before."

Zero sighed. "I can help you find the core," he told them.

Another prisoner in his cell snarled; it was uncertain who he was as his cell was mostly covered in thick metal. "What are you doing, you old fool?" he spat, "Why would you help Autobots! That's high treason!"

"High treason...right..." Zero murmured, shaking his head at the Decepticon's retort; "Do you really think it matters anymore?" He turned attention to the three. "I know that Shockwave is among you. Such a good boy you were. What ever happened?"

Shockwave didn't answer; he just regarded the old mech with an impassive grunt.

"It's a shame, isn't it?" Zero whispered, "To be judged so badly. I can see why you would want their death. I can understand it too well." He took a deep inhale through his rickety intakes. "I remember when this young bot was one of my students before Jhiaxus took him away." He gave a dry, painful-sounding chuckle. "I remember how you came to my office; quite troubled, but highly intelligent. I wanted to see you excel."

Shockwave tilted his head. "I remember you..." he said, "Your name was not Zero then..."

Zero nodded. "Yes. And it is only fitting that I help you now. It's the least I can do," he said, smiling, "I may be just an old fool now, but I'll never forget the impression you made on me." He gestured with one long claw. "Take the stairway further down. The core will be guarded by Megatron's soldiers, so be cautious."

Shockwave hesitated as Rodimus and Hot Shot began to move forward. After a moment, he followed them before Hot Shot stopped at the edge of the stairs, noticing that endless darkness waited for them below. He grimaced and ignited one of his torches for a source of light. Rodimus and Shockwave stayed close to him and his torch cast eerie shadows across the empty, darkened cells around them. So far, it didn't appear as if there would be any kind of retaliation.

"That's strange," Rodimus said.

"What?" Hot Shot asked.

Rodimus' optics flickered and he looked around. "This is E block, home of the criminally insane," he told them, "I would have thought we'd run into trouble by now."

"Trouble being, what?" Hot Shot asked, "No one's going to notice us down here."

There was a heavy gust of wind and it extinguished his torch, casting them into darkness.

"Trouble like that..." Rodimus answered in a sotto voice.

Just then, the entire block was lit up from the ceiling and the three were suddenly surrounded by Decepticons who were hunched over and laughing wildly. They were unarmed, but each one had long, dangerous claws. Some of them were covered in bizarre paint jobs and had wild, crazed optics. At the center of the group stood a towering shape of another infamous Decepticon known only as Beta; a Cybertronian crime boss.

He was probably taller than Megatron himself and had jagged spikes along his back and arms. According to his history, his armor folded away into a massive animal form that resembled a dragon from the Earth legends. He has a disgusting, cracked face with jagged dental plating and a nasty under bite. He was also over-decorated with unnatural gold and silver pieces as a crime boss often had to display his authority.

Shockwave glared down at Hot Shot. "No one's going to notice?" he hissed.

Hot Shot just flashed a sheepish, uneasy grin in response.

"Well, well, well," Beta hissed, in an accented voice, "What 'ave we 'ere? Two lit'le Au'obots and a skinnay bot?"

Shockwave glanced at the two Autobots before he stepped forward. "Beta. Let us pass," he said, "We are not looking for trouble. We only wish to end Trypticon before he destroys our planet. You know he has an appetite for endless war."

Beta chuckled nastily. "Megatron promised ta pay me endless rewards if I protect 'is precious core," he sneered, "And you...'is most loyal wants ta stop 'at?"

Rodimus and Hot Shot glanced at Shockwave curiously, wondering what kind of response he would have for that.

"Lord Megatron is mistaken," Shockwave calmly said, "He wanted to reclaim our planet and he has. But destroying it is not the solution."

Beta laughed nastily and shrugged his great shoulders. "You 'ave been 'is most loyal," he replied, "What brough' such a change?"

Shockwave saw no need to answer him; Beta was simply a deluded fool who fought only for financial gain and not the will of Lord Megatron. He was a powerful Decepticon warrior, that much was certain, but he wasn't much in the way of warfare and intellect.

"I will not ask again, Beta," Shockwave finally said, glaring up at the larger Decepticon, "You either stand aside, or things become...unpleasant."

Beta let out a loud, raucous laugh. "It got unpleasant the second you walked in 'ere!" He gestured to the three. "Kill 'em!"

The Decepticons let out shrieks of macabre delight and charged. Hot Shot and Rodimus moved quickly, splitting up and defending themselves against the onslaught of maniacal Cybertronians. The air was filled with the sounds of metal crunching, armor scraping and talons clawing. So far, it appeared that the two Autobots had the upper hand while Shockwave stood against Beta; the larger Decepticon laughed wickedly and lunged at him.

Shockwave moved out of the way and slashed his claws across Beta's face. The crime lord snarled and grabbed his neck, shoving him against the wall which snapped one of his antenna clean off. It spun through the air and clattered to the floor. Shockwave delivered a fierce kick to Beta's midsection before grabbing his wrist, twisting the joints and emittting an electrical charge that surged into Beta's body. The crime lord roared out in pain and released him, staggering back with a furious hiss.

"I'm gonna kill you!" Beta spat.

Shockwave shook his head. "You've done an excellent job of that so far, Beta," he hissed, "Keep it up and you may simply bore me to death."

Beta's optics narrowed with a roar and he transformed, taking his monstrous dragon form. He charged at Shockwave, spitting a disgusting, corrosive substance in his direction. It struck the side of a wall and immediately began to erode it. Shockwave glanced down at the scorched hole before he looked up at Beta and a reptilian smirk touched the transformed crime lord's face. Shockwave pondered how he could take out Beta when he glanced down and noticed a coil of wire lying against a wall.

"Come 'ere!" Beta hissed, stomping toward him.

Shockwave nodded with contempt. "As you wish!"

He immediately rushed for Beta as the Decepticon swum his great arms; Shockwave slid underneath and seized the wire before jumping onto Beta's back as soon as he started to expel more corrosive acid. He quickly wrapped the wire around Beta's jaws and forced them to close so he unintentionally swallowed his own acid. Beta gave a gurgle of pain and transformed back to his robot form, gripping at his throat and chest.

Shockwave jumped off of him and impassively observed Beta as he staggered back, his body slowly being dizzolved by the acid. It was an unpleasant sight as Beta's face began to erode, exposing the shining protoform beneath as well as his chest. He gave a dying screech as he was eventually reduced to nothing more than a pile of dust.

Hot Shot and Rodimus had all but taken out the remaining Decepticons and approached Shockwave. They glanced down at what used to be Beta.

"Primus, that's one way to go," Hot Shot remarked.

Shockwave looked at him. "We should keep moving."

Rodimus glared up at him suspicously. "Did you mean what you said to Beta?" he asked, "Personally, I don't believe anything that comes out of your vocal processor, but if you really meant it, you know what this means, don't you?"

Shockwave glanced at him. "I do not wish harm to Lord Megatron or Red Alert. I am making a decision that benefits both."

Hot Shot smiled brightly. "Hey! Way to go, Cyclops!" he said, slapping Shockwave on the back and the patched wound.

The action made the Decepticon grunt in pain and they started off.

"Sorry," Hot Shot said.

"No you're not." Shockwave muttered.

Rodimus tapped his COM-link. "Red Alert, Jhiaxus," he said, as they ventured deeper into the shadows, "We know where the core is. Join up with us when you can. We'll be ready to finally put an end to this."

Jhiaxus' voice responded. _"I could not agree with you more, Rodimus Prime. While you seek the means to destroy the core, I will handle Megatron myself."_

Rodimus' optics widened in disbelief. "What?"

_"Megatron's reign of destruction ends today."_

"But how will you-?"

_"Leave that to me."_

Rodimus stared down at the floor when Jhiaxus ended the conversation. Shockwave and Hot Shot were in the middle of one and failed to see that he no longer followed behind them.

"...this is where common sense...which in your case apparently is not so common..." Shockwave was saying.

"Hey, I have plenty of common sense!" Hot Shot insisted. He smiled smugly to himself. "I just don't use it as much."

Shockwave paused when he noticed Rodimus was no longer with them and turned halfway. "Autobot. Why have you stopped?" he asked.

Rodimus looked up, slightly haunted before he shook his head and resumed following. "Nothing. Let's go."


	17. Making Peace

**Masquerade**

**Disclaimer**: Oh Gawd, I gotta stop doing these. LOL. And yet...somehow I can't seem to do so. If you guys ever get tired of these, let me know. I have MANY ideas involving other pairings, but this one I'm particularly stuck on. But stay tuned. With a devoted fanbase, I tend to be much more motivated to do these a lot. :) Now granted, this was a series of ideas that I originally had for my fic NEVER WILL BE, but didn't work out for the intended plot. So this one will be an AU fic that will work around an alternate version of the whole events of Animated involving Shockwave. So. Yup. There you have it. I promise there won't me too much sadness this time. :)

_"A single lie destroys a whole reputation for integrity."_

-Baltasar Gracian

_"A lie does not consist in the indirect position of words, but in the desire and intention, by false speaking, to deceive and injure your neighbour."_

-Jonathan Swift

**By: VampireQueenAkasha**

_"...all that unpleasant morality."_

-Shockwave, Transformers Animated

**Making Peace...**

_Cybertron_

Red Alert couldn't believe what she heard.

"Jhiaxus, you don't have to do this!" she insisted, "Megatron's not worth ending your life!"

Jhiaxus was standing on the edge of a platform, staring down into the shadows. "You're right, I don't have to do this," he replied, "But I feel that I must if it means ensuring that Cybertron is safe. It must end here and now. Megatron must be destroyed." He glanced at her with a sad smile before returning his gaze to the darkness. "Perhaps I can have this opportunity to join Eros in the Well of All Sparks when all is said and done..."

Red Alert shook her head in shock when he dove off of the edge. "Jhiaxus!" she exclaimed.

Just then, a gray and white jet streaked up passed her and blasted skyward. Red Alert watched in amazement at the sight of Jhiaxus in his final alternate form disappearing into the upper floors of the prison.

Megatron could hear the powerful roar of his engine as Jhiaxus flew outside toward his position. He looked momentarily surprised as Jhiaxus flew through the glass, shattering it and sending shards flying everywhere. Jhiaxus immediately transformed the moment he entered the bridge and landed on two feet. He stood up and faced the mildly surprised Megatron standing there before removing his swords from behind him.

"Jhiaxus..." Megatron said, "It's quite an honor."

Jhiaxus glared at him, his lips pulled into a furious grimace. "This world bleeds because of you!"

Megatron chuckled and slowly removed his own swords. "I consider it quite a privilege to be facing against the legendary Jhiaxus," he mused; he leveled his swords at Jhiaxus, watching as the other mech did the same, "It's such a pity that you never sided with me; you could have had it all."

Jhiaxus smiled sadly. "I _have_ had it all. Nothing you offer could ever bring me to your level of insanity." He sighed and genuinely looked remorseful. "I never sought your death, Megatron. But now, you leave me no choice."

Megatron only smirked. "You want my life?" he hissed, "Come and take it!"

Jhiaxus and Megatron lunged at each other and their blades clashed. Each and every strike from Megatron's blades were easily parried by Jhiaxus, though Megatron was no simple fool; he was a fighter of his own caliber and did not falter. Their blades connected and for that moment, they were locked, optics to optics. Megatron's lips pursed with effort and Jhiaxus' gaze burned; there was never a look more deadly than the former warlord gave him now.

Jhiaxus twisted his left wrist joint, jerking Megatron's swords. Momentarily unbalanced, Megatron quickly attempted to recover and Jhiaxus swung his swords again. Megatron reached up and barely managed to block the attack.

"You're still quite strong," Megatron grunted, "Eros would have begged for mercy by now."

Jhiaxus' optics narrowed with venom and he uttered a bestial snarl, driving his other sword in a wicked slash, catching the side of Megatron's helm. Sparks flew from the infliction and Megatron staggered back with a growl of fury.

There was a moment of silence between them as the two combatants stared one another down. An unspoken agreement seemed to be exchanged in their gazes. This wasn't a simple fight to achieve victory like a game. This wasn't a fight simply to prove who was the better warrior.

This was a fight to the death.

O

Trypticon's towering form drew closer to the Metroplex.

_"Autobots...time to die..." _the massive being snarled, reaching toward the towers with one clawed hand.

Just then, another sound filled the air and Trypticon stopped long enough to look up as several, ragged jets screamed through the air, slashing into his face. Trypticon recoiled with a surprised roar before swiping at them. Below, Jazz observed the scene with amazement.

"Uh, SP?" he said, through his COM-link, "We got ourselves some backup out here!"

Sentinel Prime watched the scene of several ragtag shapes appearing through the chaos on the monitor and his optics widened in disbelief. It wasn't much, but it appeared that the new arrivals began fighting with the Decepticons. "Who the frag are they?" he bellowed.

A single Decepticon flyer taking the form of a metallic bird shrieked and charged into the base between Trypticon's neck and shoulders, clawing at it, laughing wickedly. He was bright red with black stripes down the length of his wings and he had wide, blood-red optics. His Decepticon logo was scratched over.

"Come then, big reptile!" he hissed, in a bizarre accent, "You are too slow!"

During the attack, Jhiaxus stopped long enough with his fight against Megatron to catch sight of his people attacking. His optics narrowed in surprise before he shoved Megatron off of him. "What are you doing?" he demanded, "I told you to keep out of the fight!"

_"My Lord...this involves us all," _Jhiaxus recognized the voice of one of them calmly speaking through his COM-link, _"You have our services until we cease to function."_

"I never wanted you to put your lives on the slab for me!" Jhiaxus insisted.

Megatron rose from his fallen spot, chuckling cruelly. "You have a habit of losing those around you," he sneered, "Perhaps I should take it upon myself to ease your guilt and end your suffering."

Jhiaxus raised his swords and spoke menacingly. "You will suffer me."

Megatron laughed loudly with mirth and the two combatants charged again.

Meanwhile, Rodimus led the rest of his group toward the pulsing, glowing "spark" of Trypticon. They took a moment to watch it carefully; the entire core had been ensnared in what appeared to be squirming wires. It almost looked as if they were attempting to protect the core itself. As Hot Shot took a step forward, they tightened immediately upon reflex, seemingly sensing the presence of the Cybertronians there.

"It appears that Trypticon's defenses are taking great care in making certain we do not get close," Shockwave said; he glanced down at Hot Shot, "Lend me your torch."

Hot Shot frowned in protest. "But I need my torch, it keeps my other torch company."

Shockwave muttered a Decepticon curse of irritation. "I didn't mean to literally remove it, you great twit," he snapped, "I want you to take a shot at the tendrils."

"Oh." Hot Shot said. He smiled with embarrassment. "I knew that."

"Mm-hmm..." Shockwave murmured, not convinced.

Hot Shot carefully approached the core and raised his torches to the tendrils encircling it. Rodimus slowly removed his bow and a few explosive arrows, studying the core cautiously before he glanced at Shockwave from the side.

"Let's just blow it away," he said.

Shockwave's voice dripped with sarcasm now. "Oh yes, by all means, Rodimus Prime," he quipped, "Detonate a highly-volatile shard. I will not make any attempt to stop you from having your foolish error in judgment blow up in your face."

Rodimus scowled and turned completely, jabbing a finger in his chest. "You know something? I'm this close to-"

"Uh, guys?"

The two turned and noticed Red Alert staggering down a flight of stairs with another shape behind her, holding her by the back of her neck with one hand and keeping her arms pinned behind her back with the other. Her features were slightly twisted in pain. Within the shadows, it was difficult to see who it was until she stepped into the light f Trypticon's core. The dark violet colors of the bot and the jagged contours became much more apparent that this Cybertronian was a familiar face.

Cyclonus.

The Decepticon observed the scene impassively, his features cold and pitiless.

"Cyclonus, let her go," Shockwave ordered.

Cyclonus didn't move. He just stood there and tilted his head inquisitively at Shockwave's command and did not seem fazed when Rodimus and Hot Shot leveled their weapons in his direction; of course they would do nothing so long as their comrade was being used as a living shield.

"Cyclonus..." Shockwave warned, his optic narrowing.

Cyclonus glanced down at a struggling Red Alert and then back to Shockwave. His brow plates furrowed slightly in contemplation before he glanced up at them. Something happened then that Shockwave had never seen in the silent bot before since he had known him; the corners of Cyclonus' lips pricked up in a frightening smirk, a look that chilled the circuits of everyone there. Shockwave-while still rather surprised-did not let it get to him.

For the moment, they faced off one another before Red Alert twisted and drove the back of her head into Cyclonus' face. His grip loosened on her, giving her a chance to wrench her arms free and elbow him in the midsection. Cyclonus released her and that was when Rodimus took the chance.

"Get down!" he shouted.

Red Alert quickly ducked as Rodimus shot an explosive round direction at Cyclonus' face. The blast rocked the violet Decepticon back and his hand went to his wounded head. Red Alert quickly rushed to the side of her group and they watched Cyclonus stagger back. No sound emerged from his vocals and the only noise that could be heard was a disturbing hissing that came from his charred face. He seemed to take a brief moment to recover before removing his hand from his face.

Most of the armor had been blown away, revealing a grinning, chrome skull beneath. Yet he did not utter a single exclamation of pain as he drew out his swords.

Red Alert glanced at Rodimus. "Distract him while Shockwave and I try to extract the shard," she whispered.

Rodimus nodded. He and Hot Shot stepped forward, facing the calm Cyclonus with their weapons raised.

"We meet again, Cyclonus," Rodimus told him, "I think it's time we put an end to this."

Red Alert turned her attention to the core and the tendrils wrapped around it. Behind her, Hot Shot and Rodimus fought against Cyclonus and despite the two-against-one situation, Cyclonus was holding his own rather well; he deflected shots from Rodimus' bow and avoided blasts from Hot Shot's fire.

"What are you going to do?" Shockwave asked, glancing down at Red Alert, "Surely Lord Megatron took steps to avoid having the extraction be so simple."

Red Alert nodded, pursing her lips thoughtfully. She slowly and carefully reached out and an electrical charge surged through her arm. She gave a sharp cry and jerked back, staring at the device in disbelief before frowning intensely. She glanced down at her hand for a brief moment; it was tingling from the shock and almost felt numb. Instead of letting that stop her, she gritted her denta and reached right into the tendrils.

She was shocked within an inch of her spark as she struggled to work her hand through the tendrils. Clenching her denta, she suppressed a moan of agony and seized the Allspark shard, fighting back the absolute pain that she was in. With a grunt of effort, she managed to yank it from the core.

O

Outside, Trypticon suddenly froze and tossed his head, letting out a piercing, almost dying roar. Jhiaxus and Megatron were thrown from their fighting positions; Jhiaxus' body was covered in slashes as well as Megatron's. But despite the brutality of their fighting, they sensed that something else was the cause of Trypticon's pause.

"What is that?" Megatron bellowed.

Jhiaxus chuckled softly and looked at him. "It seems that my friends have succeeded where you failed, Megatron."

Megatron's optics narrowed furiously; driven by a moment of frustration and hatred that let his concentration down the slightest. He charged at Jhiaxus with his blades, but the older mech immediately ducked, performed swings of his own to which Megatron blocked. He saw an immediate opening and took it; his blade drove itself deep into Megatron's chest, piercing through the spark chamber and plunging into that vital life force.

For the moment, Megatron was frozen there, shock and pain on his face. Energon began to gush from his mouth and he stared down at the sword through his chest, seemingly in disbelief that he had been stabbed at all. Thick blue fluid poured from his chest. Jhiaxus simply stared up at him, meeting his gaze with a look of sympathy. Megatron attempted to claw at him, but his optics darkened and he went limp, collapsing to the floor.

Trypticon opened his mighty jaws and snapped at the flyers around him. His front arms attempted to grasp for purchase as his great form began to wind down from the loss of the very thing keeping him alive.

Inside, Red Alert and the others were violently jolted and the room began to slide to one side. Hot Shot blinked and looked around.

"Hey, where's the room going?" he gasped, as he was sliding back, "Where am I going?" His optics widened when he realized what was happening. "Oh Primus, no!"

Rodimus grabbed his hand and stopped him from sliding over the edge of a balcony. Cyclonus was behind him, staggering from the inflictions done to his body. He stumbled and fell over the edge, his claws gripping the railing before he disappeared entirely. Red Alert and Shockwave hurried forward, attempting to keep their balance as the entire area around them began to collapse. Red Alert was the last one behind the rest as they rushed for the flight of stairs.

Hot Shot struggled to grip the railings. "Primus, this is insane!" he cried, "We're not going to make it!"

Shockwave gave him a harsh push. "Climb those stairs before I pin you to them!"

As Red Alert made a mad dash for the stairs, Cyclonus suddenly appeared from the other side of the railing and grabbed her ankle, yanking her screaming over the edge. Rodimus' optics widened in horror and he jumped in a mad dash to grab her, but failed and nearly went over himself. Shockwave was standing there and had seen the last moment of Red Alert disappearing. His optic flashed with disbelief and appeared to have been frozen where he stood.

"RED ALERT, NO!" Rodimus shrieked.

The scream reached Jhiaxus who had been rushing toward the attack bay doors before he immediately jumped from a platform, plunging into the darkness to reach her. He passed Rodimus and the others as they made their way out of Trypticon. He could see Red Alert falling with Cyclonus and they appeared to be locked in combat; she was punching and clawing at his face wounds and he was trying to strangle her.

"I've got you!" Jhiaxus shouted, reaching.

Outside, Trypticon was staggering forward, his body peppered with laser and missle fire. He screamed out with pain and stomped down, the impact of his front claws nearly crushing everyone beneath him. His head fell forward and came crashing down onto the Metroplex. The tremendous impact ripped an enormous hole through the side of the building and sent various Cybertronians scattering to avoid being crushed.

Smoke shot up from the fall and several Autobots and Decepticons carefully approached the fallen war machine. Trypticon's optics flickered and his voice grated out of him.

_"Are you...content...?" _he rasped, _"To...kill again? Fools...I will...never...die..."_

His last words faded and finally, his optics darkened to empty, lifeless black pools.

O

Rodimus, Hot Shot and Shockwave stumbled from Trypticon's attack bay doors and looked up at the collapsed pile of metal. Rodimus shook his head anxiously and looked at Hot Shot before casting his gaze to the crowd. Moonracer and Chromia immediately rushed up, pushing their way through surprised Cybertronians and now noticed what was wrong; Red Alert was not among them. They too stared toward Trypticon's lifeless body.

"Where is she?" Chromia cried.

Rodimus gripped his head and whirled on Shockwave, his optics wide and nearly hysterical. "You haven't said anything!" he shouted, "Aren't you worried about her at all? Don't you give a damn that she might be dead?"

Shockwave didn't answer. He just stood there, his optic reflecting nothing. His stance reflecting nothing. The Autobot Prime assumed so much; in fact, Shockwave had no way to react at all to the possibility. A loss was a loss in any other regard, but the chance that Red Alert might have been dead was something his central processor was having trouble coping with. He didn't understand the sensation of pain in this way. How did the Autobot expect him to react?

Then, the sight of movement drew everyone's optics toward the attack bay doors. Jhiaxus was stepping out of the shadows, cradling Red Alert's body in his arms. He was battered and scratched up, but overall, he looked okay. Red Alert's optics were closed and she wasn't moving; her features were also scratched and banged up. Jhiaxus regarded the watchers with pain in his gaze. He silently approached Shockwave and knelt down; the Decepticon and the others followed suit.

"I tried..." Jhiaxus whispered, his voice rigid with self-loathing, "I tried...I wasn't fast enough..."

Shockwave looked down at Red Alert and leaned forward. "Wake up, Red Alert." he ordered.

No response.

"I said, wake up!" Shockwave hissed, shaking her.

Jhiaxus thought that he would have been hearing things, but he almost caught a bare hint of anguish in his voice now.

Once again, Red Alert failed to respond. Rodimus looked at the watching crowd and anxiously called for help. "I need a medic over here now!" he shouted, desperately, "Where's...First Aid? Where in the name of Primus is Hook?"

Surprisingly, it wasn't long before Hook emerged from the worried crowd of onlookers with a device in his servos. He immediately knelt down, pushing Chromia and Moonracer aside so that he could get more room. He pressed a hand to Red Alert's chest and shut his optics for a moment, attempting to feel for a spark beat. When his optics opened again, he looked at the others with a mildly worried look now. It was rare that Hook ever broke his usual facade of impassiveness, so this gave them a reason to really be concerned.

"Her spark...it's so weak..." he told them, "I have to move quickly!"

Jhiaxus looked at Shockwave. "Then give her a reason to live!"

Shockwave looked down at Red Alert while Hook prepared a spark-charging device at his side. "Primus, femme, you will NOT do this!" he whispered, bitterly; his voice barely audible, even to those around him, "You are stronger than anyone I have ever known. You will NOT give up now. Not now!"

Hook had the prongs of the device prepared and reached between them, placing them into Red Alert's chest. After a moment, a charge surged through her body, drawing a twitch of a circuit reflect from her, but no hint of life. Hook's lips pursed and Rodimus' optics shimmered with agony. Jhiaxus looked equally tormented.

"I'll go again," Hook said.

Once more, Red Alert's body was hit with another charge and her back slightly arched, but there was no result.

"Come on, Red Alert..." Rodimus begged, his optics brimming, "Primus."

"Nothing," Hook said, quietly.

Shockwave looked at him, his voice even, but slightly betraying emotion. "I cannot accept that. Do it again!" he commanded.

Eventually emerging from the crowd were Sill and Phaeton. Phaeton's features were a rictus of despair and he attempted to rush to the scene, but Chromia and Moonracer stopped him. Sill's face started to brim with lubricant and her lower lip quivered in disbelief. It appeared that the two had received repairs from their damages and were drawn to the sight from the others surrounding. Phaeton looked as if someone had punched him multiple times in the abdomen.

"No!" Phaeton wailed, his screams like that of a wounded animal, "That's my daughter! That's my child!"

Hook attempted to focus away from the despair around him and charged the device again. Rodimus frantically waited and he looked at him. "It's going, it's going. It's charging," he assured him, "Give it another nanoklick."

The next few moments began futile attempts to revive Red Alert. Now, a hush had fallen over the watching group. They knew that instinctively, it was probably over. Yet it seemed that Rodimus could not accept it so easily as they could. Shockwave was holding Red Alert's body to his chest tightly, as if she were something he attempted to bring into his chest, his spark. Something he didn't want to part with though outwardly not expressing anything. His spark had suddenly grown numb and he appeared to be oblivious to the reality around him.

Chromia started to cry quietly.

"Not again..." Jhiaxus whispered, his optics shimmering with tears, "Not again, please."

Rodimus' features turned rigid with pain and frustration before he tearfully started to shriek. "Primus, damn you!" he wailed down at the lifeless femme, "You can't do this! You can't die on us and leave us like this!" He glared at Hook. "Do it again!"

Of course, everyone knew that Rodimus wasn't referring to the rest of them; he was referring to himself. Hook stared at him in shock for a few moments before he quickly moved to charge Red Alert again. After giving her another zap and having no reaction, Rodimus and the others hung their heads in despair.

But then, something changed.

Red Alert's fingers twitched slightly against Shockwave's chest and he felt it. He glanced down in shock where he had been touched and looked at Red Alert's face. There was a small part of her lips and a faint, very faint, groan emerged.

Rodimus smiled tearfully, stunned and delighted when she began to move. Everyone else looked relieved as well.

"Red Alert?" Shockwave whispered, leaning his helm close to hers, "That's right, you can do it. Come back to us."

Red Alert started to cough through her intakes and her brow plates furrowed in a grimace of pain. Shockwave reached up and began to rub her arm in an attempt to grant her some form of warmth. Red Alert squirmed a bit and blinked, focusing her bleary optics on those around her. She winced before looking up at Shockwave and smiling weakly, reaching up to touch the side of his helm with one hand.

"Shockwave..." she breathed.

"Yes, I'm here...always," he replied, leaning into her touch.

Red Alert chuckled weakly. "You're never leaving again."

Shockwave shook his head. "Never again..."

Hook gestured for those around to move aside. "Give her a little room, everyone," he said.

They were all grinning, some of them crying and beaming at the sight of Red Alert's return to the world. Rodimus was the one who appeared to be the most tearful; he just laughed in joyous disbelief and nodded his head.

"Welcome back..." he told her.


	18. Take Me Home

**Masquerade**

**Disclaimer**: Oh Gawd, I gotta stop doing these. LOL. And yet...somehow I can't seem to do so. If you guys ever get tired of these, let me know. I have MANY ideas involving other pairings, but this one I'm particularly stuck on. But stay tuned. With a devoted fanbase, I tend to be much more motivated to do these a lot. :) Now granted, this was a series of ideas that I originally had for my fic NEVER WILL BE, but didn't work out for the intended plot. So this one will be an AU fic that will work around an alternate version of the whole events of Animated involving Shockwave. So. Yup. There you have it. I promise there won't me too much sadness this time. :)

_"A single lie destroys a whole reputation for integrity."_

-Baltasar Gracian

_"A lie does not consist in the indirect position of words, but in the desire and intention, by false speaking, to deceive and injure your neighbour."_

-Jonathan Swift

**By: VampireQueenAkasha**

_"...all that unpleasant morality."_

-Shockwave, Transformers Animated

**Take Me Home**

_Cybertron_

Sentinel was not so pleased, despite the fall of Trypticon. He approached the group, just as Shockwave was helping Red Alert to her feet. He was even more disgusted with the fact that they were being praised for their courage.

"Don't give them any kind of praise!" he bellowed, "Like it or not, they are still traitors! And THAT one-" He pointed at Shockwave. "-still attacked Ultra Magnus! Or did all of you just forget about that?" He laughed angrily at the uncertain whispers among the group. "I don't believe you. Are we just going to let that slide? Are we just going to forget everyone who died because of him? Are we going to forget that it was BECAUSE of him that this happened to begin with?" Sentinel laughed coldly and took a step forward. "Fine, I will do it myself!"

Jhiaxus took a step in front of Shockwave and Red Alert, raising his sword in his direction. "You are welcome to try," he said, "But I can guarantee that if you so much as lay one threatening hand on my student and his love, I can assure you that you will not be getting it back."

Sentinel snarled with indignant fury. "I've had about enough of you and your-"

"Enough!"

Everyone turned toward the sound of the familiar command and were stunned to see Ultra Magnus standing there. More or less, he was slouching on what appeared to be a crutch. The left side of his body had been replaced with new arms and legs and his face was also patched up with hideous, gray pieces. Every movement and twitch seemed to cause him pain as he approached the scene with an intense, hardened look.

"Step away from them, Sentinel," he ordered.

Sentinel was too shocked to offer any argument as he stepped aside, allowing Ultra Magnus to approach Jhiaxus. For the longest time, the two bots stared one another down, their features impassive. It was Ultra Magnus who broke the tense silence first.

"Jhiaxus..." he said.

Jhiaxus' gaze was mildly harder and a flicker of pain touched his optics. "Magnus, you've finally come to face me now."

Ultra Magnus smiled and closed his optics. Creases touched his features as he spoke. "It's been such a long time since that day," he said, softly, "Such a long time. I had wondered when I would have the chance to speak to you." He took a deep sigh and his optics opened and now, there was a pain there. "I had often practiced what I would say to you. Did you know that? Every day, I would practice what I would say if I ever saw you again. But now..."

Jhiaxus' harsh look softened to a degree when he sensed Ultra Magnus' anguish slowly starting to unfold.

Ultra Magnus let out a weak chuckle. "Now that I stand here before you...broken and listless," he continued, a mild tremble in his voice; he turned his head away, seemingly in shame for his breaking voice, "There is nothing..." He paused and appeared to attempt to collect his words for a moment. "There is nothing that I could ever say that would be good enough to convince you how sorry I am for what I have done."

Jhiaxus looked slightly surprised as did the rest of those watching.

"I had every right to feel the desire to protect my child," Ultra Magnus said, "But that doesn't change the fact that I killed her regardless. And it doesn't change the fact that not only did I take my own daughter from this world, I left you to suffer the pain of losing a bondmate." He weakly chuckled and lifted his optics. "And despite all of that, you still came here to save us when we did nothing to deserve to be saved."

Jhiaxus took a deep inhale and closed his optics. "After her death, I had to pull myself back together." He opened them again and looked at Ultra Magnus sternly. "Do you have the slightest comprehension how hard that was? To live when the only desire I had was to die?" He watched Ultra Magnus hang his head and relaxed. "I had not come to save this planet. I did not come for what you did. I came to bring peace."

Ultra Magnus nodded. "Yes. And we are truly honored for your help." He held out one hand. "Jhiaxus, I only ask for forgiveness. For the sake of my daughter and for our people, I think it's time we put an end to this."

Jhiaxus stared down at the offered hand before looking down at Red Alert. She gave him a reassuring nod and he faintly smiled before shaking Ultra Magnus' hand. He stared at the other mech silently before speaking.

"I forgive you, Ultra Magnus..." he told him. "It is what Eros would have wanted."

"Yes. My daughter would," Ultra Magnus replied with a sad smile.

Sentinel scowled at the sight. "Ultra Magnus, sir!" he insisted, "You're not seriously considering this, are you?"

Ultra Magnus regarded him with a darker look now. "Sentinel, I think it's time that we take consideration into discussing your future with the Elite Guard."

Sentinel blinked in disbelief. "What?"

O

Time passed of recovery and repairs and now, Jhiaxus was standing among a great crowd in the Iacon Courtyard. Standing at his side was Red Alert, Hot Shot, Shockwave and Rodimus. They were being honored for their courage and bravery against Trypticon. Jhiaxus was receiving a medal of valor by Ultra Magnus himself and he gave him a respectable bow of his head before turning his gaze to the watching Cybertronians.

"Now let us hope all that follows will be days of peace," he announced, "May they be blessed." The crowds clapped for him and Jhiaxus smiled before continuing. "This day does not belong to me alone but to every brave soul who would dare stand up in the name of justice and peace. I ask not for tribute, for treatment of valor, but to remember what transpired here. Let us rebuild a society that we make share together. Not as Autobots. Not as Decepticons. But as Cybertronians."

The people cheered and clapped again.

Red Alert looked up at Shockwave and gave him a loving smile before she took his hand into hers. He stared down at it briefly before nodding once, a gesture that told her he was pleased.

"I am happy to see that we have all come together here on this glorious day," Jhiaxus continued, "Which is why I must return to my own planet to spread this word to my people. For I truly feel that I belong there."

Ultra Magnus looked surprised for a moment before he nodded.

Jhiaxus walked down toward the Cybertronians and gave them each a respectable bow of his head. Red Alert and Shockwave followed; she had her arm around his and was smiling to the watching crowd. Hot Shot and Rodimus walked slowly behind them. Hot Shot gave Rodimus a playful look.

"She sure looks fine, huh?" he joked, elbowing him.

"Yes." Rodimus muttered, half-heartedly.

"Come on, big guy," Hot Shot teased, "You're going to miss her."

"Of course I am!"

Hot Shot teasingly poked at his cheek with one finger several times. "Aww..."

Rodimus took it for several moments before he irritatingly batted his hand away. "Stop that!"

Jhiaxus walked to his ship and waited until his shipmates were filed inside before he turned and noticed Red Alert being embraced by her friends. Chromia and Moonracer were at tears, holding her tightly in their arms. He approached them with a reassuring smile.

"You're welcome to visit us any time you want," he offered.

Rodimus stepped forward and gave Red Alert a pleading look. "You don't have to leave," he said, "We can do something about this."

Red Alert smiled sadly and shook her head. "I'm sorry. But if Shockwave can't find some form of welcome here, then there is no reason for me to stay," she told him, "If he has to go, then I'm going with him."

Rodimus sighed and hung his head briefly before looking up at her. "I understand."

Red Alert offered her hand to shake his and he reluctantly returned the gesture.

"It's been a honor, Rodimus Prime," she said.

He chuckled weakly. "It truly has."

Red Alert looked at Hot Shot and he grimaced uncertainly. Goodbye's never came so easily for him. "I don't do goodbye's very well so..." he began. He paused briefly and then gave her a sheepish wave. "See you then."

Red Alert could only laugh and nod. She looked up at her friends and gave them a brilliant smile. "Bye everybody."

As Jhiaxus and the rest of the Shepherd's inhabitants entered the ship, those below watched as it slowly began to lift off. Rodimus couldn't take his eyes off the ship as it ascended higher and higher, nearly out of sight. Then, a crackling "storm" opened around it before it flickered out of sight completely. He wasn't sure how long he'd been standing there just staring at the sky above. He had an idea when Moonracer approached and put a hand on his shoulder.

"Come on, big guy," she said, gently, "You can stare at the sky all you want, it's not going to change."

Rodimus sighed sadly and nodded. "Yeah, you're right..."

O

Red Alert and Shockwave spent most of their time in the berth laying together and holding one another in their arms. This time, they had more of a chance to relax and not concern themselves with who or what would stop them. Shockwave had lazily been rubbing his claw up and down her arm and had his helm tucked against her chin. She was gently touching his antenna, including the spot where Beta had snapped his other one off. He hadn't bothered to have it replaced yet.

"Where do we go from here?" Shockwave wondered.

Red Alert chuckled gently and glanced at him. "Wherever we want to."

"It's so strange to think how much you care for me when you know I am capable of great wickedness," Shockwave murmured.

Red Alert smiled and arched her optic ridges. "Honestly, Shockwave. You always think so less of yourself. I can't imagine why. You have so many reasons in this universe to boast."

Shockwave glanced up at her before he sighed and moved in closer.

Red Alert suddenly started to laugh and he looked up sharply at her. "Why are you laughing?" he asked.

"Oh, nothing," Red Alert said, with a broad smile, "It's just that...well...if someone had told me a long time ago that I'd be snuggled in the berth with Shockwave, I might have just..." She trailed off and seemed a bit uncertain of how to continue.

Shockwave tilted his head. "You might have just what?"

"I might have just called them crazy," she admitted, "But here we are now and I have no complaints." She began to lightly stroke his helm. "There's much more to you than anyone's ever given you credit for. I think it's always been there, but no one's ever given it a chance to show. And you've always been afraid to let it show." When he attempted to look away, obviously embarrassed, she laughed gently. "No, no, you know I'm right."

"Whatever you thought about me is clearly irrelevant," Shockwave replied, "You've seen the things I've done."

Red Alert nodded. "Yes, I have," she argued calmly, "But I would not be here right now if I felt differently about you."

Shockwave was quiet for a while; his single optic was darkened slightly. Red Alert had learned to read his body language in the time that she had known him and it was easy to know what he was thinking even without a face. The way his gaze had darkened meant that he was in deep thought. She lightly rubbed the Decepticon symbol on his chest and knotted her brow.

"What are you thinking about?" she asked.

"Sometimes I stop to think about how strange a turn my life has made," Shockwave finally said, "In the time that I've met you, you've awakened something in me that I thought had never even existed in the first place. I will not apologize for my loyalty to Megatron or the mission that he had commanded of me. In a way, I suppose I owe Megatron even more had he not been slaughtered by Jhiaxus. I owe him quite a lot for bringing me to you." He looked down at her surprised face. "You are pure. There is a beautiful light inside of you. When I thought you were dead, I found myself unable to cope with the possibility that your spark was extinguished."

Red Alert blinked for a moment before she leaned forward and kissed the side of his helm. "It's yours if you will have it," she said softly.

Shockwave straightened and looked at her. He couldn't cover up the mild surprise in his voice. "Is that what you really want?" he asked.

"Yes."

Her knee joint slipped between his legs, making him shudder just the slightest. His breathing stopped for a moment, but resumed when he looked at her with a smoldering gaze in that single optic. Eventually, Shockwave adjusted himself so that he was leaning against the wall and he took her shoulder in one hand, giving it a slight tug. Red Alert looked at him questionably and he gave her a soft hiss in response.

"Climb on top of me," he ordered, his voice dropping to _that _register.

Red Alert's face plates heated and she did as he said; she moved to sit into his lap and he pulled her flush against his chest. Red Alert moved to get comfortable and straddled his thighs, bringing their pelvic plating close. It made Red Alert shiver from the contact. His claws trailed slow, gentle paths down her back until they reached her hips and stopped.

"There is something I want you to do for me, Red Alert," he said.

Red Alert blinked at him. "What is it?"

"Tell me what excites you," Shockwave told her, moving his claws across her chest plates, "If we are to have any sort of union happen between us, you are going to get over your incessant shyness around me. I want you to touch me and tell me."

Red Alert looked surprised and somewhat embarrassed.

"Go on," Shockwave urged, "I'm waiting."

Red Alert frowned thoughtfully before she started to explore his chest with light, gentle touches. "I like it when you touch my back plating," she began, smiling sheepishly, "There's a spot there that makes me feel-" Her breath hitched when she felt his claws on her back, trying to find the spot in question. "-It makes my body feel like its-Ah! Right there!"

"Continue," Shockwave said, calmly.

Red Alert blinked rapidly and her cycles of air seemed to sputter when his claws began to venture lower, in between her legs. She moved them apart a little more, willing to accept what he was going to do to her next.

"W-When you touch me there...I feel tingling through my legs," she breathed, struggling to keep her voice steady, "My access port grows warmer."

"Really?" Shockwave asked gently; he sounded like a scientist fascinated with a new discovery, "Why is that?"

Red Alert couldn't figure out if he was getting some form of pleasure in seeing her waver so badly, but it didn't matter when he was working his claws through the folds of her armor plating and into her access port all the same. She couldn't stop her hips from moving forward, seeking more of his touches. After a few moments of moving her hips, Shockwave got the hint and an obliging talon filled her, drawing a shuddering gasp from her vocals.

His claw pushed in slowly, brushing against the sensitive wires before he penetrated the softer metal that felt hot to the touch and gripped him tightly, refusing to let him go. He didn't want to wait much longer to be inside of her, but having her at his mercy was such a charming sight in itself. He continued rubbing against her sensitive insides, moving his pointed digit in and out of her in an agonizingly slow pace, drawing mumbling pleas from her vocals.

"B-because I want you..." she tried.

"Touch me, Red Alert." he reminded her.

Red Alert moved her hands lower and she felt his spike against her hands. She jerked slightly back a bit, but began to relax and run her fingers around it slowly. Her touch made the larger Cybertronian shiver beneath her. She was surprised when Shockwave continued to speak perfectly calm. Red Alert had to give him credit; he was a Decepticon of complete and utter control. Anyone else would have been driven to frag her senseless by now.

"You want me where?" he questioned.

Soft moans filled the air from her vocals and she attempted to silence them through her pursed lips. She half succeeded and the only noises that emerged now resembled quiet little whimpers. She looked at him with optics screaming in need. How badly was he going to torment her until she begged like a desperate sparkling? Red Alert then leaned forward, continuing to stroke him and her words purred out of her in an incredibly erotic way.

"Inside of me..." she managed to finish.

Shockwave hissed softly when she continued to rub him. He didn't even notice that his own hips were slowly moving into her hand as he continued with the questions.

"And why do you want me inside of you?" he asked, rubbing his helm against her cheek. His voice was mildly strained now.

Red Alert's brow puckered and her lips parted in soft pants. "Shockwave!" she protested in a frustrated growl.

"Why do you want me inside of you?" he asked again, as if her pleas were of no consequence.

"Because it feels amazing," Red Alert groaned, "When it's you, it always does. No one else makes me feel the way you do." She made another frustrated sound and looked at him with displeasure. "Now are you going to keep teasing me until I'm a begging puddle of goo?"

"I don't tease, I torture; case in point." He stabbed a finger deeper into her to make true of his meaning.

Red Alert gave a soft cry before glaring at him, but she was smiling. "I have ways of tormenting as well, you realize. Now please, hurry..."

Shockwave sucked in a sharp breath when she squeezed him a little. "Very well. Straighten up a little bit."

He removed his digit from her and placed his hands onto the small of her back, pulling her up his chest a little bit as she adjusted a little. He lined his spike with Red Alert's port and pressed it into the opening just the slightest. She groaned and grasped his shoulders tightly when she slid down the length of him. She moaned again at the sensation of his spike rubbing against hyper sensitive nodes within and looked up to see Shockwave toss his head in silent triumph.

"Primus..."

It took Red Alert a moment of adjusting to the invasion in her port that she realized Shockwave had whispered it. She gave him a strong look of feminine pride and slipped her fingers behind his neck, shivering as her movements created a delicious friction between their bodies.

Shockwave hissed and thrust up into her willing body slowly a few times before tapping a single claw against her chest plates. "Open up for me." he whispered, his voice slightly harsher.

Red Alert leaned back a bit and gave him a parting kiss to the side of his helm before complying with the request. Once she was completely exposed, Shockwave took a moment to study the slightly racing, lovely spark offered to him. He tilted his head and slowly, carefully reached up to lightly press a claw against the side of the chamber. Red Alert immediately seized up and clutched his arms, her fingers pressing near dents in the metal. The first touch sent slashes of pain through her body. She unwittingly attempted to move away, but his other hand held her hips still.

Eventually, pleasing sensations weaved their way through her and she moved to be closer. Red Alert could hear his own chest plates opening and felt him take her hand, placing it over the warmth of his own spark. She gently reached up and placed a hand against the casing, feeling it tremble at her touch. Shockwave uttered a nearly inaudible gasp and his claws kneaded her hip; if he was in any pain, he barely showed it.

And suddenly Shockwave rolled in the berth, taking his lover with him and pinning her beneath his weight in order to have more control over his thrusts. He wanted to be face-to-face with her this time. The movements created a new sensation of heat up Red Alert's spinal relay and she quickly wrapped her arms and legs around him to keep him close to her. He began to move in a slow, agonizing pace and Red Alert's hand ventured down his open chest, his clenching abdomen and around to his hips, lightly digging into the joints.

Red Alert watched as he leaned forward, pressing his forehelm against hers. His breathing became slightly shallow and she decided to try something. She concentrated and caused her inner port to tighten around him. The response was immediate.

"Primus!" he gasped out.

Red Alert smirked as his claws dug into the berth near her head. So that was the secret in bringing the usually stoic mech out of his titanium shell a few pegs; all she had to do was contract her port a little bit and it drew out spectacular reactions from him. She did it again and he thrust himself harder into her with an almost frantic grunt.

"You will kill me..." he hissed, his optic flashing.

Red Alert smiled almost playfully up at him and wiggled her hips a bit. Oh Primus, when she began to move on him...

"It would be quite a way to die, wouldn't it?" she teased.

Shockwave growled softly against her audio receptor, a non-menacing sound. Red Alert did enjoy seeing his reactions, but each thrust of his hips was wearing at her self-control all the same. Each push sent incredible pulsing throbs of heat down her legs and back. She wiggled her hips a little beneath him once more to find a better, more comfortable spot and Shockwave let out a sound that made her circuits singe with heat.

"Yes," he breathed, against her audio, "Don't you dare try to stop."

As he continued to push them both toward the edge, he decided to try and wrench forth some loud sounds from her as well. After all, Red Alert usually wasn't usually a screamer until the very end. He leaned back a bit and reached up with one hand, touching a seam near her lower back, rubbing against that spot she had mentioned before. Near the edge of overload, it was no doubt hyper sensitive. Red Alert's optics closed and she arched up against him desperately.

"Oh...oh no, Sh-Shockwave..." she panted, "Not...not there, I'll..."

Her pleasure was too much. The entire world around her spun away and the only thing left in it was him. And she was getting so close to the end, wanting it and yet wishing that she could make it last forever. She was unable to fight the onslaught of sensation Shockwave subjected her to any longer and slowly felt herself tipping over. And then, he could see the suddenly shock of bliss touch her face. That was when Shockwave took his chance.

He dropped his spark down onto hers.

The first contact made her deliciously shriek his name. Shockwave barely heard his own shout through the foggy haze of their joining. He felt her spark and his own dueling one another, two strangers uncertain of their union.

Red Alert could hear and see fragments of his memories fill her head. They were like shards of glass that carried each moment of his life through her. She could even hear voices; a collection of voices that sounded familiar.

_"They fear you because you have no face, nothing to help them place a label onto you. Without that means of indentification, they do not know you. They can't read you."_

_"I was abandoned. But that makes little difference to me."_

_"Jhiaxus...why do they fear us?"_

_"Killing someone seems easier than they make it sound."_

Red Alert caught a glimpse of a much younger Shockwave inside a school classroom. He was standing at a table while the other students were playing; there was a robo rat in front of him and he was holding it by its tail. It squirmed and squealed, attempting to be free. Shockwave held it down with one hand before picking up a sharp tool with another. Red Alert had to look away as soon as he brought it down. Behind him, the students were suddenly chanting "freak" over and over again.

_"I wanted to see how it experienced pain."_

_"WHAT IS PAIN?"_

_"Pain is an unpleasant feeling often caused by intense or damaging stimuli. Pain is usually transitory, lasting only until the noxious stimulus is removed or the underlying damage or pathology has healed, but some painful conditions, it can last much longer."_

_"CORRECT."_

_"You don't know what pain is..."_

Red Alert's own fragmented memories seeped through their gradually forming link; Shockwave could see endless happiness from her younger years. A life filled with friendship and joy, something he had never known before in his life. He felt Red Alert's sadness despite all of this; she didn't feel happy with showing him her pleasured life when he himself had none. But she also briefly felt his envy. He was envious of her ability to be so free about many things such as her emotions. He himself could never be so...brave.

_I have you now, Shockwave. There's no need to be afraid anymore. You're completely free._

_But if-_

_If the universe cannot accept you as I have, then that's their loss. You are perfect to me. Nothing comes close. I love you despite everything. I always will._

Those words... She had said them. The words that Shockwave had never heard before. Ever. The way she welcomed him and wanted him with such passion... It broke something within him. Something so intense, his chest ached. Was it true what most bots had said about love? Did it really ache like this?

"So close..." Red Alert gasped, breaking him from his daze.

"So...am I," he responded, groaning softly.

Red Alert's voice was higher now. "Let go."

"Red Alert..."

"Go ahead. Don't wait for me."

Shockwave could not deny his own release any longer; he pressed himself closer and started to pant faster and faster before he finally overloaded with a wounded cry. It was a sound that burned itself forever into her memory bank. His overload was powerful and enough to send Red Alert over the edge. She clung to him with a lovely cry of her own, moaning his name into the space between his shoulder and neck.

They collapsed into the berth in a tangle of limbs, the only sounds filling the air were their satisfied breaths. Red Alert kissed Shockwave's forehelm and he looked at her with intensity in that single stare. She smiled lovingly and kissed him again.

"Red Alert," he whispered.

"Hush," she said, gently, "Let's savor this."

Shockwave tilted his head. "I take the lady approves of my technique then?"

She couldn't resist a laugh. "Was I that obvious?"

"Oh yes. It was quite a show."

Red Alert smirked and gave him a playful look. "And so were you."

Shockwave gently closed his own chest plates and hers followed suit. They laid there together, basking in the afterglow of their union. Then, the sound of a voice filled the air from the intercom system all through the ship.

_"ATTENTION! WE ARE NOW ARRIVING AT NEW LUCIFER. ALL HEADS REPORT TO THE BRIDGE IN ONE GROON!"_

Red Alert smiled and lightly petted Shockwave's chest. "I guess we're going home."

Shockwave nodded. "Yes. We are."

O

_Note_-Random thoughts aside; why do I think of Mr. Freeze's voice from Arkham Asylum when I hear Jhiaxus talk? And oddly enough, I listen to Coldplay's "The Scientist" when I think of Shockwave. Big shocker, huh? Another off topic comment; listen to Dark Souls OST-Gwyn, Lord of Cinder. It's a perfect sad theme for Jhiaxus. I'm serious. LOL. Anyway, one more chapter left!


	19. Epilogue

**Masquerade**

**Disclaimer**: Oh Gawd, I gotta stop doing these. LOL. And yet...somehow I can't seem to do so. If you guys ever get tired of these, let me know. I have MANY ideas involving other pairings, but this one I'm particularly stuck on. But stay tuned. With a devoted fanbase, I tend to be much more motivated to do these a lot. :) Now granted, this was a series of ideas that I originally had for my fic NEVER WILL BE, but didn't work out for the intended plot. So this one will be an AU fic that will work around an alternate version of the whole events of Animated involving Shockwave. So. Yup. There you have it. I promise there won't me too much sadness this time. :)

_"A single lie destroys a whole reputation for integrity."_

-Baltasar Gracian

_"A lie does not consist in the indirect position of words, but in the desire and intention, by false speaking, to deceive and injure your neighbour."_

-Jonathan Swift

**By: VampireQueenAkasha**

_"...all that unpleasant morality."_

-Shockwave, Transformers Animated

**Epilogue**

_Cybertron_

_Many Solar Cycles Later_

Cybertron had resumed its normal pace those passing cycles. Despite the absence of Red Alert, Jhiaxus and the rest of the Shepherd's crew, many were still keeping the events that had transpired close to spark. The only one who seemed preoccupied with the whole thing was Rodimus; he couldn't stop thinking if Red Alert was okay or not. She hadn't contacted him since leaving and he was worried as always.

Rodimus had gathered with Chromia and Moonracer out in the Iacon park that early morning and sat at one of the tables, rubbing his chin thoughtfully. Chromia and Moonracer were talking briefly before stopping. Moonracer returned her attention to a data pad in her hand and suddenly smiled. She knew that Rodimus had that distant, thoughtful look on his face and didn't even look up when she addressed him.

"Rodimus, stop it." she said.

He looked at her now, startled, straightening up and looking around in shock. "What?" he asked, in a surprised gasp.

Moonracer smiled up at him teasingly from the tops of her optics. "Just stop it."

He suddenly knew what she was thinking and he sighed impatiently, almost embarrassed. "I can think about her if I want to," he said, quietly, leaning back in his seat.

"Look," Moonracer told him, "I recently spoke with Red Alert. She's doing fine."

Rodimus scowled in protest. "What? She contacted you? Why wasn't I told?"

Moonracer smiled and pretended to look serious. She glanced at Chromia. "Hmm, I don't know, Chromia. Why didn't we tell Rodimus that he's been thinking about another mech's woman? Hmm... that really boggles the processor."

Chromia smirked and got in on the game. "Gee. I don't know either, Moony. Could it be because..."

"YOU'RE CRAZY?" the both finished in a goofy, singsong tone.

Rodimus scowled at their joke. "I'm not crazy just for wondering if she's okay or not."

Moonracer laughed and patted a hand against his back. "Relax," she told him, "It just so happens Chromia and I were planning to make our visit to New Lucifer today anyway. Her parents contacted us and Sill wants to check up on her. You know how she gets. We're going to bring Hot Shot also."

Rodimus smiled and stood up. "Okay." Then, he frowned impatiently at her. "And I'm not crazy."

"Oh no, we believe you." Chromia teased.

O

_New Lucifer_

Rodimus and the others arrived through the space bridge into a wide, beautiful organic field of flowers. The sun cast a bright glow down upon a colony below the hills where they stood, receiving quite a view. They made their way toward the colony gates where two larger Cybertronians were standing guard. One appeared to wear an old Autobot logo and the other was a Decepticon. The Autobot guard was bright red and worn with battle scars and the Decepticon was green with a replacement leg. When the group approached, the guards stood at attention.

"State your business here," the Decepticon guard growled.

Rodimus looked up calmly. "We're here to see Red Alert."

The guards immediately relaxed. "Oh, you're the bots she talks about," the Autobot said, "Come on. We'll take you to Jhiaxus. It's good to let him know you're here first."

The guards led them through the colony. It was bustling with activity; many Cybertronians were in the middle of trading with others, some were in conversation and even younglings were rushing through the streets, happily playing together. The homes were makeshift huts and some appeared to be remains of old ships and space pods. Everyone seemed to be working happily together without a care in the world.

"I'll still never get used to this," Chromia remarked.

Hot Shot took a swift inhale before he grimaced. "Wow. What in Primus' name is that horrible stench?" he muttered, "It smells like old oil sitting in a baking unit for too long."

A Decepticon had his back to him and whirled with a container of what appeared to be old oil. He glared down at Hot Shot with a low, irritated grumble before moving off. Rodimus looked back at the others.

"How about you guys take a look around while I speak to Jhiaxus?" he suggested.

Sill and Phaeton seemed to agree.

"Certainly!" Phaeton said, "I'm quite eager to speak with a Decepticon on a much more civil basis!"

Rodimus gave him a nod of acknowledgement and followed the two guards toward a makeshift courtyard where sure enough, he saw Jhiaxus in the middle of teaching several younglings. They appeared to be enthralled in a story he was telling them. He was using a lot of hand gestures and voices to emphasis his tale. Rodimus arched his optic ridges with a faint smile.

"In the end of battle, you are only measured in the strength of your spark and your comrades," Jhiaxus told them, "So, in that truth, respect your enemy, honor your enemy and most of all, protect you loved ones." He looked up and spotted Rodimus. "Ah! And look at that, children! Look who's come to pay us a visit!" He leaned down and smiled. "Perhaps he would enjoy having you go to him and give him a New Lucifer welcome?"

The younglings yelled playfully and rushed up to a startled Rodimus, giving him a collection of hugs that knocked him off of his feet. Rodimus yelped in surprise and attempted to cycle air through their small, yet surprisingly powerful hugs.

"Ah!" he cried, "Hang on! I need to breathe!"

Jhiaxus chuckled and approached, helping him stand. "It's quite a surprise to see you, Rodimus." he said, "I had expected a visit sooner given your loyalty to your friend."

Rodimus gave an embarrassed smile. "I'm not that obvious, am I?"

Jhiaxus laughed and put an arm around his shoulder, leading him forward. "My friend... Sixty percent of all communication is nonverbal, body language. You express yourself more than anyone I've ever met in just your actions alone," he explained, "I know how you feel about her. I know how you STILL feel about her."

Rodimus sighed. "I just want her to be happy. Even if it's not with me."

Jhiaxus stared at him for a moment before smiling. "That's good, Rodimus. You're still growing up."

Rodimus managed a small smile before he looked up. "Where is she anyway?"

Jhiaxus gestured down the streets and pointed to a makeshift building ahead. "I believe I last saw her in there completing repairs to Quick Silver," he said; he chuckled softly now, "So many young ones come here and attempt to get a little more reckless than usual."

"Thank you." Rodimus responded, walking away.

He stopped when he noticed Phaeton talking with a bulky Decepticon behind a stand.

"Look, I'm not saying it's bad," Phaeton told him, "I'm saying that I think you added a little too much to the mix."

The Decepticon glared at him. "You talkin' bad on my drinks, old bot?" he threatened, in a gravely voice, "Huh?"

Phaeton warily held up two hands. "No! No! Not at all! I was just a little advice."

The Decepticon immediately relaxed and gave him a funny look, unable to resist a smile at Phaeton's sudden caution. "I'm just fragging with you, old bot. Okay?" he said, chuckling, "Look, we're all friends here."

Phaeton relaxed now and took a relieved sigh. "I thought you were going to hit me for a nanoklick there!"

Rodimus patted Phaeton's back in passing. "Way to commune with the natives, Phaeton."

O

Rodimus stepped into the building that Jhiaxus had indicated, noticing it appeared to be set up rather comfortably despite its appearance. He paused at the sight of several holo-portraits hanging on the walls. One showed Red Alert with several younglings in a group; it was possibly the younglings sent to her care because none of them looked like her. Another portrait showed Shockwave standing with Jhiaxus. It looked more old than the rest. One particular portait stopped him in his tracks.

It was new. Maybe no less than a few cycles old. It featured Red Alert and Shockwave together; she was sitting in his lap and he had one arm around her and another on one of his legs. They were both staring seemingly at him and Rodimus couldn't resist the urge to smile. He had never seen Red Alert so happy before in his life.

"Quick Silver, if I have to fix that leg of yours one more time..."

Rodimus turned at the sight of Red Alert stepping out of one of the rooms with another smaller Autobot. He was all silver in color save for bright blue optics and appeared to be limping in his gait as he tried to get away from her before darting out of the building.

"Come on, doc!" he called back at her, "Don't be such a buzz-kill!"

Red Alert looked up and saw Rodimus standing there. She blinked in surprise. "Oh, Rodimus. Hi."

He smiled. "Hi."

Red Alert caught what he was looking at and chuckled softly. "Yeah. Jhiaxus insisted on that one," she said, "Shockwave and I really didn't feel up to it, but..."

Rodimus glanced down at her and gave a small, awkward smile. "You look...well."

"Thank you."

After a moment of uncomfortable silence, Rodimus furrowed his optic ridges thoughtfully. "Where is he anyway?"

Red Alert gestured for him to follow. "I believe he's still teaching the younglings," she told him.

Rodimus grimaced. "Wow. Cyclops is teaching our future generations? That's a disturbing thought."

"Rodimus..." Red Alert warned as she stepped outside, "I know the two of you can't find ways to get along, but can you at least attempt to keep yourself from fighting? I've already had to spend most of the morning convincing Shockwave to keep himself civil and THAT was an effort alone."

"Okay. I'll try," Rodimus said.

Red Alert smiled and nodded. "Good."

She led Rodimus down the street until they arrived at another building. They stepped inside and there was a small class gathered to which Shockwave appeared to be teaching. He held up black, spherical object in his servos.

"Define a star," he requested to his class. He gestured to one of the younglings. "You!"

The youngling straightened and stood up. "A star is a massive, luminous sphere of plasma held together by gravity. At the end of its lifetime, a star can also contain a proportion of degenerate matter," the youngling said, "For at least a portion of its life, a star shines due to thermonuclear fusion of hydrogen in its core releasing energy that traverses the star's interior and then radiates into outer space. Almost all naturally occurring elements heavier than helium were created by stars, either via stellar nucleosynthesis during their lifetimes or by supernova nucleosynthesis when stars explode. We can determine the mass, age, chemical composition and many other properties of a star by observing its spectrum, luminosity and motion through space. The total mass of a star is the principal determinant in its evolution and eventual fate. Other characteristics of a star are determined by its evolutionary history, including diameter, rotation, movement and temperature."

Shockwave nodded his head. "Excellent work."

Rodimus couldn't stop from looking amazed as well. "Wow. I never thought a little one could learn that much."

Red Alert smiled brightly. "He makes for an impressive teacher."

"Now then..." Shockwave continued, turning, "A variety of different nuclear fusion reactions take place inside the cores of stars, depending upon their mass and composition, as part of stellar nucleosynthesis. The net mass of the fused atomic nuclei is smaller than the sum of the constituents. This lost mass is released as electromagnetic energy, according to the mass-energy equivalence relationship-" He cut himself off when he noticed the two standing in the doorway. Then, he gestured to his class. "Dismissed."

Rodimus chuckled. "Hey there, Cyclops," he said, "Mind if I step in for a moment?"

"Not at all. Do you mind if I leave?" Shockwave muttered.

He left the room without a second acknowledgement. Red Alert looked at Rodimus briefly with surprise before smiling. "Well, that went much better than I thought."

Night eventually fell over the planet and the entire colony gathered together around an enormous bonfire. Two moons hung high in the clear, starry sky. Overall, it was a relaxing evening and everyone was content. Shockwave attempted to make his way toward Red Alert, but Moonracer called him over toward a table.

"Hey! Get over here!" she yelled, good-naturedly.

Shockwave approached her with a grunt. "What is it? I wish to speak alone with Red Alert."

"Alone?" Moonracer smirked, "Why? If you need a tip on a good position, I got a list!"

"Moonracer, your advice has certainly been helpful up until now," Shockwave murmured, his voice low with a glimmer of disdain, "I can assure you that my stamina is quite efficient and I do not need any further tutelage from you."

Moonracer couldn't stop her laugh. "Take it easy. I"m just teasing." Then, she looked serious. "You've been rather jumpy all day. What's up your tailpipe?"

"I believe my bondmate is hiding something from me."

Moonracer arched her optic ridges and glanced through the crowds toward Red Alert in the middle of a conversation with Jhiaxus. She suddenly laughed and looked at him. "Aww, come on!" she said, "You're her bondmate and you think she's hiding something? Red Alert's not that kind of femme. Primus, when we were younglings, she could NEVER keep her mouth shut if she did something bad. It's just not in her. Just go-"

Shockwave snorted gruffly. "You don't seriously suggest that I ASK her if she's hiding something?"

Moonracer smirked. "Aww, you mechs are all the same, huh?" she teased, "You can't talk about your feelings or ask what's wrong. So instead you drive your central processor up the wall trying to figure it out." She laughed for a few moments more before giving him a serious look. "Just go ask her."

Shockwave murmured a Decepticon curse before he stood up. As he did, Jhiaxus raised his hand to the watching crowd. "Attention!" he called, "May I have your attention please?"

When the voices died down, Hot Shot was the only one still making goofy voices to several younglings and the children motioned surreptitiously for him to stop. Then, he realized that everyone was still watching and sheepishly stopped. Sill gave a groan and shook her head with dismay at the sight.

"Primus, give me strength..." she muttered.

Jhiaxus cleared his vocal processor and gestured to Red Alert. "We will be having another young one brought into our world!" he declared, "For I am pleased to announce that our newest arrival and dear medic is carrying!"

Rodimus spat out his drink in shock at the announcement. Many began to cheer and Red Alert's parents eagerly embraced their daughter. Shockwave stood there, stunned by the announcement as well and beside him, Hot Shot was clapping and chanting, "Cyclops is gonna be a daddy" over and over.

O

Red Alert and Shockwave dodged the crowds to have some time alone in the flower fields. They were laying on their backs and watching the moons above. They had been silent the entire time and Shockwave sensed her unease through their bond. He decided to ease her troubled mind a bit.

"I'm sure you had your reasons for keeping it a secret from me," Shockwave finally said, "I'm quite interested in hearing them."

Red Alert chuckled, embarrassed. "I was a bit worried you'd be upset."

"Upset?" Shockwave made a clicking sound. "Why would I be upset?"

"Well...I didn't know if you were ready to father younglings yet."

"I believe that I had mentioned it before; we have more than enough time." He straightened up a bit and looked at her. His voice carried a bit of doubt. "Though I don't know if I could be a sufficient father for our sparkling."

"Sparklings." Red Alert corrected, with a smile in her voice.

Shockwave grunted in surprise. "Sparklings?"

She smirked at him and held up two fingers.

"My. This day brings more and more surprises."

Red Alert rolled over, propping her head up on her arm and smiling at him affectionately. "You will be a good father. Want to know how I know?" She didn't wait for an answer and lightly petted his chest with one hand. "I know because I've seen what you're capable of. You can be a loving mech when you want to."

"They may inherit my...social skills," Shockwave murmured.

Red Alert kissed the side of his helm. "That just means there's more of you to love."

Shockwave sighed and shook his head. "You love me more than I deserve."

"And they will love you too. You deserve to be loved."

They spent a few more minutes together before Hot Shot poked his head between them. "Hello!" he said, grinning.

Shockwave grumbled with displeasure at the interruption and Red Alert laughed. "Hot Shot. I thought you were with the others."

Hot Shot sighed and nodded. "Well, that's where I was, but I had to go," he told her, "There was a big Decepticon down there who told me that if he had to look at me for five more minutes, he'd jump out of a moving ship. And I really don't want to explain that one to Jhiaxus."

Red Alert gave him a light push. "Get going."

He laughed and rushed off. Red Alert took Shockwave's hand and helped him stand. "Come on. Let's go."

And they walked back to the colony.

Hand in hand.

Together.

THE END


End file.
